---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended January 31, 2010

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE EXCHANGE ACT

For the transition period from November 1, 2009 to January 31,
2010

Commission File No. 000-52664

MOUNT KNOWLEDGE HOLDINGS, INC.(Exact name of registrant as specified in its charter)

|Nevada                                           | 98-0534436                          
|------------------------------------------------ | ------------------------------------
|(State or other jurisdiction of incorporation or | (I.R.S. Employer Identification No.)
|organization)                                    |                                     

39555 Orchard Hill Place, Suite 600 PMB 6096, Novi,
Michigan 48375(Address of principal executive offices) (zip code)

(888) 682-3038(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 [   ]    No
[   ] (does not yet apply to registrant)

---

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. (Check one):

|Large accelerated filer [   ]                 | Accelerated
      filer                  
      [   ]
|--------------------------------------------- | -----------------------------------------------------
|Non-accelerated filer   [   ]                 | Smaller reporting company [X]                        
|(Do not check if a smaller reporting company) |                                                      

Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act). Yes [  
]    No [ X ]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Exchange Act after
distribution of securities under a plan confirmed by a court. Yes
[   ]    No [   ]

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuers
classes of common equity as of the latest practicable date: As of March 22, 2010, there were 85,533,536 shares of common
stock, par value $0.0001, outstanding.

- 2 -

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PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS





MOUNT KNOWLEDGE HOLDINGS, INC.(Formerly Auror
Capital Corp.)(A Development Stage Company)

FINANCIAL STATEMENTS

JANUARY 31, 2010(Unaudited)(Stated in
U.S. Dollars)







F-1

---

MOUNT KNOWLEDGE HOLDINGS, INC.(Formerly Auror
Capital Corp.)(A Development Stage Company)

BALANCE SHEETS(Unaudited)(Stated in U.S. Dollars)

|                                                                                      |   | JANUARY 31 |   |   | OCTOBER
      31 |  
|------------------------------------------------------------------------------------- | - | ---------- | - | - | ---------------- | -
|                                                                                      |   | 2010       |   |   | 2009             |  
|                                                                                      |   |            |   |   |                  |  
|ASSETS                                                                                |   |            |   |   |                  |  
|                                                                                      |   |            |   |   |                  |  
|Current                                                                               |   |            |   |   |                  |  
|Cash                                                                                  | $ | 1,749      |   | $ | -                |  
|                                                                                      |   |            |   |   |                  |  
|LIABILITIES                                                                           |   |            |   |   |                  |  
|                                                                                      |   |            |   |   |                  |  
|Current                                                                               |   |            |   |   |                  |  
|Accounts payable and accrued liabilities                                              | $ | 8,602      |   | $ | 13,683           |  
|Due to related party                                                                  |   | 34,000     |   |   | 6,701            |  
|                                                                                      |   | 42,602     |   |   | 20,384           |  
|                                                                                      |   |            |   |   |                  |  
|STOCKHOLDERS DEFICIENCY                                                              |   |            |   |   |                  |  
|                                                                                      |   |            |   |   |                  |  
|Capital Stock(Note 4)                                                                 |   |            |   |   |                  |  
|Authorized:                                                                           |   |            |   |   |                  |  
|200,000,000 common voting stock with a par
      value of $0.0001 per share           |   |            |   |   |                  |  
|100,000,000 preferred stock with a par value of $0.0001 per
      share               |   |            |   |   |                  |  
|                                                                                      |   |            |   |   |                  |  
|Issued:                                                                               |   |            |   |   |                  |  
|85,533,536 common shares at January 31,
      2010 (2009  195,533,536 common shares) |   | 8,553      |   |   | 19,553           |  
|                                                                                      |   |            |   |   |                  |  
|Additional Paid-In Capital                                                            |   | 137,951    |   |   | 131,951          |  
|Accumulated Other Comprehensive Gain                                                  |   | 353        |   |   | 935              |  
|Deficit Accumulated During The
      Exploration Stage                                |   | (151,681   | ) |   | (151,681         | )
|Deficit Accumulated During The Development Stage                                      |   | (36,029    | ) |   | (21,142          | )
|                                                                                      |   | (40,853    | ) |   | (20,384          | )
|                                                                                      |   |            |   |   |                  |  
|                                                                                      | $ | 1,749      |   | $ | -                |  

The accompanying notes are an integral part of these financial
statements.

F-2

---

MOUNT KNOWLEDGE HOLDINGS, INC.(Formerly Auror
Capital Corp.)(A Development Stage Company)

STATEMENTS OF OPERATIONS(Unaudited)(Stated in U.S. Dollars)

|                                                                   |   |             |   |   |             |   |   | PERIOD
      FROM |  
|------------------------------------------------------------------ | - | ----------- | - | - | ----------- | - | - | ----------------- | -
|                                                                   |   | THREE       |   |   | INCEPTION   |  
|                                                                   |   | MONTHS      |   |   | MARCH 16    |  
|                                                                   |   | ENDED       |   |   | 2006 TO     |  
|                                                                   |   | JANUARY 31  |   |   | JANUARY 31  |  
|                                                                   |   | 2010        |   |   | 2009        |   |   | 2010              |  
|                                                                   |   |             |   |   |             |   |   |                   |  
|Revenue                                                            | $ | -           |   | $ | -           |   | $ | -                 |  
|                                                                   |   |             |   |   |             |   |   |                   |  
|Expenses                                                           |   |             |   |   |             |   |   |                   |  
|Exploration expenses                                               |   | -           |   |   | -           |   |   | 15,313            |  
|Filing and transfer agent fees                                     |   | 1,181       |   |   | 773         |   |   | 34,913            |  
|General and administrative                                         |   | 1,172       |   |   | 34          |   |   | 7,479             |  
|Professional fees                                                  |   | 12,534      |   |   | 11,037      |   |   | 125,423           |  
|                                                                   |   | 14,887      |   |   | 11,844      |   |   | 183,128           |  
|Write Down On Mineral Property                                     |   | -           |   |   | -           |   |   | 4,582             |  
|                                                                   |   | 14,887      |   |   | 11,844      |   |   | 187,710           |  
|                                                                   |   |             |   |   |             |   |   |                   |  
|Net Loss For The
      Period                                      | $ | (14,887     | ) | $ | (11,844     | ) | $ | (187,710          | )
|                                                                   |   |             |   |   |             |   |   |                   |  
|Net Loss During the Exploration Stage                              | $ | -           |   | $ | (11,844     | ) | $ | (151,681          | )
|Net Loss During the Development Stage                              |   | (14,887     | ) |   | -           |   |   | (36,029           | )
|                                                                   |   |             |   |   |             |   |   |                   |  
|                                                                   | $ | (14,887     | ) | $ | (11,844     | ) | $ | (187,710          | )
|                                                                   |   |             |   |   |             |   |   |                   |  
|Basic And Diluted Loss Per Share                                   | $ | (0.00       | ) | $ | (0.00       | ) |   |                   |  
|                                                                   |   |             |   |   |             |   |   |                   |  
|**Weighted Average Number Of Common Shares**
      **Outstanding** |   | 182,381,362 |   |   | 156,475,000 |   |   |                   |  

STATEMENTS OF COMPREHENSIVE LOSS(Unaudited)(Stated in U.S. Dollars)

|                                        |   |            |   |   |            |   |   | PERIOD
      FROM |  
|--------------------------------------- | - | ---------- | - | - | ---------- | - | - | ----------------- | -
|                                        |   | THREE      |   |   | INCEPTION  |  
|                                        |   | MONTHS     |   |   | MARCH 16   |  
|                                        |   | ENDED      |   |   | 2006 TO    |  
|                                        |   | JANUARY 31 |   |   | JANUARY 31 |  
|                                        |   | 2010       |   |   | 2009       |   |   | 2010              |  
|                                        |   |            |   |   |            |   |   |                   |  
|Net Loss For The Period                 | $ | (14,887    | ) | $ | (11,844    | ) | $ | (187,710          | )
|                                        |   |            |   |   |            |   |   |                   |  
|Other Comprehensive Loss                |   |            |   |   |            |   |   |                   |  
|Foreign currency translation adjustment |   | (582       | ) |   | 1,845      |   |   | 353               |  
|                                        |   |            |   |   |            |   |   |                   |  
|Total Comprehensive
      Loss          | $ | (15,469    | ) | $ | (9,999     | ) | $ | (187,357          | )

The accompanying notes are an integral part of these financial
statements.

F-3

---

MOUNT KNOWLEDGE HOLDINGS, INC.(Formerly Auror
Capital Corp.)(A Development Stage Company)

STATEMENTS OF CASH FLOWS(Unaudited)(Stated in U.S. Dollars)

|                                                                                 |   |            |   |   |            |   |   | PERIOD
      FROM |  
|-------------------------------------------------------------------------------- | - | ---------- | - | - | ---------- | - | - | ----------------- | -
|                                                                                 |   | THREE      |   |   | INCEPTION  |  
|                                                                                 |   | MONTHS     |   |   | MARCH 16   |  
|                                                                                 |   | ENDED      |   |   | 2006 TO    |  
|                                                                                 |   | JANUARY 31 |   |   | JANUARY 31 |  
|                                                                                 |   | 2010       |   |   | 2009       |   |   | 2010              |  
|                                                                                 |   |            |   |   |            |   |   |                   |  
|Cash (Used In) Operating Activities                                              |   |            |   |   |            |   |   |                   |  
|Net loss for the period                                                          | $ | (14,887    | ) | $ | (11,844    | ) | $ | (187,710          | )
|Adjustment to reconcile net loss to net cash
      used in operating activities: |   |            |   |   |            |   |   |                   |  
|Mineral property write down                                                      |   | -          |   |   | -          |   |   | 4,582             |  
|                                                                                 |   | (14,887    | ) |   | (11,844    | ) |   | (183,128          | )
|Change in non-cash operating working capital item:                               |   |            |   |   |            |   |   |                   |  
|Accounts payable and accrued liabilities                                         |   | (5,081     | ) |   | 2,239      |   |   | 8,602             |  
|                                                                                 |   | (19,968    | ) |   | (9,605     | ) |   | (174,526          | )
|                                                                                 |   |            |   |   |            |   |   |                   |  
|Cash (Used In) Investment Activity                                               |   |            |   |   |            |   |   |                   |  
|Mineral property acquisition costs                                               |   | -          |   |   | -          |   |   | (4,582            | )
|                                                                                 |   |            |   |   |            |   |   |                   |  
|Cash (Used In) Provided By Financing Activities                                  |   |            |   |   |            |   |   |                   |  
|(Repurchase and retirement) Issuance of common stock                             |   |            |   |   |            |   |   |                   |  
|                                                                                 |   | (5,000     | ) |   | -          |   |   | 146,504           |  
|Advances from related party                                                      |   | 27,299     |   |   | 10,405     |   |   | 34,000            |  
|                                                                                 |   | 22,299     |   |   | 10,405     |   |   | 180,504           |  
|                                                                                 |   |            |   |   |            |   |   |                   |  
|Foreign Exchange Effect On Cash                                                  |   | (582       | ) |   | 1,845      |   |   | 353               |  
|                                                                                 |   |            |   |   |            |   |   |                   |  
|Increase In Cash                                                                 |   | 1,749      |   |   | 800        |   |   | 1,749             |  
|                                                                                 |   |            |   |   |            |   |   |                   |  
|Cash, Beginning Of Period                                                        |   | -          |   |   | 3,879      |   |   | -                 |  
|                                                                                 |   |            |   |   |            |   |   |                   |  
|Cash, End Of Period                                                              | $ | 1,749      |   | $ | 6,524      |   | $ | 1,749             |  
|                                                                                 |   |            |   |   |            |   |   |                   |  
|                                                                                 |   |            |   |   |            |   |   |                   |  
|Supplemental Disclosure Of Cash Flow Information                                 |   |            |   |   |            |   |   |                   |  
|Cash paid during the period for:                                                 |   |            |   |   |            |   |   |                   |  
|Interest                                                                         | $ | -          |   | $ | -          |   |   |                   |  
|Income taxes                                                                     | $ | -          |   | $ | -          |   |   |                   |  
|                                                                                 |   |            |   |   |            |   |   |                   |  
|Non-cash Financing Activities(Note
      4(c))                                   |   |            |   |   |            |   |   |                   |  

The accompanying notes are an integral part of these financial statements.

F-4

---

MOUNTKNOWLEDGEHOLDINGS,INC.(FormerlyAurorCapitalCorp.)(ADevelopmentStageCompany)

STATEMENTOFSTOCKHOLDERSDEFICIENCY

PERIODFROMMARCH16, 2006(INCEPTION)TOJANUARY31, 2010(Unaudited)(Statedin U.S.Dollars)

DEFICIT
      
      
      DEFICITCOMMON
        STOCK
      
      
      
      
      
      ACCUMULATED
      
      
      
      
      
      ACCUMULATED
      
      
      ACCUMULATED**ADDITIONAL**
      
      
      SHARE
      
      
      OTHER
      
      
      SHARE
      
      
      DURING THE
      
      
      DURING THEPAID-IN
      
      
      SUBSCRIPTIONS
      
      
      COMPREHENSIVE
      
      
      PURCHASE
      
      
      EXPLORATION
      
      
      DEVELOPMENTSHARES
      
      
      AMOUNT
      
      
      CAPITAL
      
      
      RECEIVED
      
      
      (LOSS) GAIN
      
      
      WARRANTS
      
      
      STAGE
      
      
      STAGE
      
      
      TOTALOpening Balance March 16, 2006  Stock issued for
        cash at $0.0001
      110,000,000
      
      $
      11,000
      
      $
      (6,000
      )
      $
      -
      
      $
      -
      
      $
      -
      
      $
      -
      
      $
      -
      
      $
      5,000June 26, 2006  Stock issued for cash at $0.0017
      38,500,000
      
      
      3,850
      
      
      66,150
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      70,000Share subscriptions received
      -
      
      
      -
      
      
      -
      
      
      3,000
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      3,000Foreign currency translation
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      (262
      )
      
      -
      
      
      -
      
      
      -
      
      
      (262
      )Net loss for the period
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      (12,292
      )
      
      -
      
      
      (12,292
      )Balance, October 31, 2006
      148,500,000
      
      
      14,850
      
      
      60,150
      
      
      3,000
      
      
      (262
      )
      
      -
      
      
      (12,292
      )
      
      -
      
      
      65,446December 12, 2006  Stock issued for
        cash at $0.004
      5,841,000
      
      
      585
      
      
      25,965
      
      
      (3,000
      )
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      23,550February 7, 2007  Stock issued for
        cash at $0.0045
      2,134,000
      
      
      213
      
      
      9,487
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      9,700Foreign currency translation
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      7,098
      
      
      -
      
      
      -
      
      
      -
      
      
      7,098Net loss for the year
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      
      
      
      (63,557
      )
      
      -
      
      
      (63,557
      )Balance, October 31, 2007
      156,475,000
      
      
      15,648
      
      
      95,602
      
      
      -
      
      
      6,836
      
      
      -
      
      
      (75,849
      )
      
      -
      
      
      42,237


F-5

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MOUNTKNOWLEDGEHOLDINGS,INC.(FormerlyAurorCapitalCorp.)(ADevelopmentStageCompany)

STATEMENTOFSTOCKHOLDERSDEFICIENCY(Continued)

PERIODFROMMARCH16, 2006(INCEPTION)TOJANUARY31, 2010(Unaudited)(Statedin U.S.Dollars)

DEFICIT
      
      
      DEFICITCOMMON
        STOCK
      
      
      
      
      
      ACCUMULATED
      
      
      
      
      
      ACCUMULATED
      
      
      ACCUMULATED**ADDITIONAL**
      
      
      SHARE
      
      
      OTHER
      
      
      SHARE
      
      
      DURING THE
      
      
      DURING THEPAID-IN
      
      
      SUBSCRIPTIONS
      
      
      COMPREHENSIVE
      
      
      PURCHASE
      
      
      EXPLORATION
      
      
      DEVELOPMENTSHARES
      
      
      AMOUNT
      
      
      CAPITAL
      
      
      RECEIVED
      
      
      (LOSS) GAIN
      
      
      WARRANTS
      
      
      STAGE
      
      
      STAGE
      
      
      TOTALBalance, October 31, 2007
      156,475,000
      
      $
      15,648
      
      $
      95,602
      
      $
      -
      
      $
      6,836
      
      $
      -
      
      $
      (75,849
      )
      $
      -
      
      $
      42,237Foreign currency translation
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      465
      
      
      -
      
      
      -
      
      
      -
      
      
      465Net loss for the year
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      (53,510
      )
      
      -
      
      
      (53,510
      )Balance, October 31, 2008
      156,475,000
      
      
      15,648
      
      
      95,602
      
      
      -
      
      
      7,301
      
      
      -
      
      
      (129,359
      )
      
      -
      
      
      (10,808
      )July 27, 2009  Stock issued for cash
        at $0.0005
      6,058,536
      
      
      605
      
      
      2,149
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      2,754July 27, 2009  Stock issued for cash
        at $0.0011
      33,000,000
      
      
      3,300
      
      
      34,200
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      37,500Foreign currency translation
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      (6,366
      )
      
      -
      
      
      -
      
      
      -
      
      
      (6,366
      )Net loss for the year
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      
      
      
      (22,322
      )
      
      (21,142
      )
      
      (43,464
      )Balance, October 31, 2009
      195,533,536
      
      
      19,553
      
      
      131,951
      
      
      -
      
      
      935
      
      
      -
      
      
      (151,681
      )
      
      (21,142
      )
      
      (20,384
      )


F-6

---

MOUNTKNOWLEDGEHOLDINGS,INC.(FormerlyAurorCapitalCorp.)(ADevelopmentStageCompany)

STATEMENTOFSTOCKHOLDERSDEFICIENCY(Continued)

PERIODFROMMARCH16, 2006(INCEPTION)TOJANUARY31, 2010(Unaudited)(Statedin U.S.Dollars)

DEFICIT
      
      
      DEFICITCOMMON
        STOCK
      
      
      
      
      
      ACCUMULATED
      
      
      
      
      
      ACCUMULATED
      
      
      ACCUMULATEDADDITIONAL
      
      
      SHARE
      
      
      OTHER
      
      
      SHARE
      
      
      DURING THE
      
      
      DURING THEPAID-IN
      
      
      SUBSCRIPTIONS
      
      
      COMPREHENSIVE
      
      
      PURCHASE
      
      
      EXPLORATION
      
      
      DEVELOPMENTSHARES
      
      
      AMOUNT
      
      
      CAPITAL
      
      
      RECEIVED
      
      
      LOSS
      
      
      WARRANTS
      
      
      STAGE
      
      
      STAGE
      
      
      TOTALBalance, October 31, 2009
      195,533,536
      
      $
      19,553
      
      $
      131,951
      
      $
      -
      
      $
      935
      
      $
      -
      
      $
      (151,681
      )
      $
      (21,142
      )
      $
      (20,384
      )January 20, 2010  stock repurchase
        and retirement at $0.0001
      (110,000,000
      )
      
      (11,000
      )
      
      6,000
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      (5,000
      )Foreign currency translation
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      (582
      )
      
      -
      
      
      -
      
      
      -
      
      
      (582
      )January 21, 2010  fair value of warrants
        granted
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      57,180
      
      
      -
      
      
      -
      
      
      57,180January 21, 2010  deferral of financing
        costs on warrants granted
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      (57,180
      )
      
      -
      
      
      -
      
      
      (57,180
      )Net loss for the period
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      (14,887
      )
      
      (14,887
      )Balance, January 31, 2010
      85,533,536
      
      $
      8,553
      
      $
      137,951
      
      $
      -
      
      $
      353
      
      $
      -
      
      $
      (151,681
      )
      $
      (36,029
      )
      $
      (40,853
      )


The accompanying notes are an integral part of these financial
statements.

F-7

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1.     BASIS OF PRESENTATION AND NATURE
OF OPERATIONS

Organization

On October 20, 2009, Mount Knowledge Holdings, Inc. (the
Company) amended and restated its Articles of Incorporation and By-laws,
changing its name to Mount Knowledge Holdings, Inc. (formerly Auror Capital
Corp.) and increasing the number of authorized common and preferred shares.

On July 27, 2009, the Company entered into an exclusive Master
Product Licensing Agreement wherein the Company was granted exclusive world-wide
license to certain intellectual property for the purposes of promoting,
marketing and selling products consisting of patent pending Real Time Learning
and Self Improvement Educational System and Method software application
referred to as Syntality. The Companys business plan includes international
marketing under the license agreement.

The Company was incorporated in the State of Nevada, U.S.A., on
March 16, 2006. The Companys principal executive offices are now in Michigan.
The Company began as an exploration stage company engaged in the acquisition and
exploration of mineral properties. On January 23, 2009, the Company decided to
abandon the Katrina mineral claim due to its unsuccessful explorations and
inability to attract investment capital to proceed with further exploration on
the claim.

Going Concern

The accompanying financial statements have been prepared
assuming the Company will continue as a going concern.

As shown in the accompanying financial statements, for the
period from March 16, 2006 (inception) to January 31, 2010, the Company had no
revenue and incurred net losses aggregating $187,710. 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 in existence.

The interim financial statements as of and for the three months
ended January 31, 2010 reflect all adjustments which, in the opinion of
management, are necessary to fairly state the Companys financial position and
the results of its operations for the periods presented. These interim financial
statements should be read in conjunction with the Companys financial statements
and notes thereto included in the Companys October 31, 2009. The Company
assumes that the users of the interim financial information herein have read, or
have access to, the audited financial statements for the preceding period, and
that the adequacy of additional disclosure needed for a fair presentation may be
determined in that context. The results of operations for the three month period
ended January 31, 2010 are not necessarily indicative of the results for the
entire year ending October 31, 2010.

2.     SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES

The financial statements of the Company have been prepared in
accordance with generally accepted accounting principles in the United States.
Because a precise determination of many assets and liabilities is dependent upon
future events, the preparation of financial statements for a period necessarily
involves the use of estimates which have been made using careful judgment.

The financial statements have, in managements opinion, been
properly prepared within reasonable limits of materiality and within the
framework of the significant accounting policies summarized below:

a)    Development Stage Company

The Company became a development stage company during its
fourth quarter, 2009, as defined by ASC 915 (formerly SFAS 7). The Company is
devoting substantially all of its present efforts to developing its new
business. All losses accumulated during the 2009 fourth quarter had been
considered as part of the Companys development stage activities.

F-8

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2.     SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (continued)

Costs of start up activities, including organizational costs,
are expensed as incurred.

b)    In June 2009, the Financial Accounting
Standards Board (FASB) issued its final Statement of Financial Accounting
Standards (SFAS) No. 168, The FASB Accounting Standards Codification and
the Hierarchy of Generally Accepted Accounting Principles, a replacement of FASB
Statement No. 162 (SFAS 168). SFAS 168 establishes the FASB Accounting
Standards Codification (Codification), which officially launched July 1,
2009, to become the source of authoritative U.S. generally accepted accounting
principles (GAAP) recognized by the FASB to be applied by non-governmental
entities, superseding existing FASB, American Institute of Certified Public
Accountants (AICPA), Emerging Issues Task Force (EITF), and related
accounting literature. Rules and interpretive releases of the Securities and
Exchange Commission (SEC) under authority of federal securities laws are also
sources of authoritative U.S. GAAP for SEC registrants. SFAS 168 recognizes the
previously issued GAAP pronouncements into accounting topics and displays them
using a consistent structure.

The subsequent issuances of new standards will be in the form
of Accounting Standards Updates that will be included in the Codification. SFAS
168 is effective for the Company as of the year ended October 31, 2009. As the
Codification was not intended to change or alter existing GAAP, it did not have
an impact on the Companys financial statements. The only impact was that
references to authoritative accounting literature are in accordance with the
Codification. The Company has included in its disclosures the Accounting
Standards Codification (ASC) cross-reference along side the references to the
accounting standards issued and adopted prior to the adoption of Codification.

c)    Exploration Stage Activities and Mineral
Property Interests

Until abandonment of its mineral property on January 23, 2009,
the Company was an exploration stage mining company and had not realized any
revenue from its operations. It was primarily engaged in the acquisition,
exploration and development of mining properties.

d)    Financial Instruments and Concentration of
Risk

The fair value of financial instruments, which consist of cash,
and accounts payable and accrued liabilities, 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.

e)    Basic and Diluted Loss Per Share

In accordance with ASC Topic 260, Earnings Per Share
(formerly SFAS 128), 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. Diluted earnings per share excludes all dilutive potential shares if
their effect is anti-dilutive.

The Company accounts for common stock purchase warrants at fair
value in accordance with EITF 00  19, Accounting for Derivative Financial
Instruments Indexed to and Practically Settled in, a Companys Own Stock,
(codified in ASC 815, Derivatives and Hedging). The Black-Scholes option
pricing valuation method is used to determine fair value of these warrants. Use
of this method requires that the Company make assumptions regarding stock
volatility, dividend yields, expected term of the warrants and risk-free rates.

f)    Foreign Currency Translation

The Companys functional currency is now the U.S. dollar. In
the fiscal year 2009, the functional currency was the Canadian dollar.

F-9

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2.     SIGNIFICANT ACCOUNTING
POLICIES (Continued)

Transactions in Canadian currency are translated into U.S.
dollars as follows:

| | i)   | monetary items at the exchange rate prevailing at the
      balance sheet date;                 
| | ---- | ------------------------------------------------------------------------------------------------
| | ii)  | non-monetary items at the historical exchange
  rate;                                           
| | iii) | revenue and expense at the average rate in effect during
      the applicable accounting period.

Translation adjustments resulting from this process are
recorded in Stockholders Equity as a component of Accumulated Other
Comprehensive Income (Loss). Gains and losses arising on translation or
settlement of foreign currency denominated transactions or balances are recorded
in the Statement of Operations.

g)    Use of Estimates

The preparation of financial statements, in conformity with
generally accepted accounting principles, requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying disclosures. Actual results may differ from the estimates.

h)    Impairment of Long-Lived Assets

Impairment losses on long-lived assets used in operations are
recorded when indicators of impairment are present and the undiscounted cash
flows estimated to be generated by those assets are less than the assets
carrying amount. In such cases, the amount of the impairment is determined based
on the relative fair values of the impaired assets.

i)    Treasury Stock

Common stock repurchases are recorded as treasury stock at
cost.

On forward stock split-ups, the number of all common shares
disclosed in the financial statements is adjusted to give retroactive effect to
such recapitalizations.

3.     RELATED PARTY TRANSACTIONS AND
AMOUNTS DUE

At January 31, 2010, the Company was indebted in the amount of
$34,000 (2009 - $6,701) to a related party, being non-interest bearing demand
loan advances from an entity controlled by the Companys director.

4.     SHARE CAPITAL

a)    Authorized:

On October 20, 2009, the Company amended and restated its
Articles of Incorporation, increasing the authorized common shares to
200,000,000 common shares, par value $0.0001 (from 100,000,000 common shares par
value $0.001), and increasing the authorized preferred shares to 100,000,000
preferred shares, par value $0.0001 (from 5,000,000 preferred shares, par value
$0.001) .

a)    Authorized: (Continued)

Preferences:

The common or preferred stock may be issued from time to time
at the discretion of the Companys Board of Directors in one or more series, the
shares of each series to have such voting powers, full or limited, and such
designations, preferences, and relative, participating, optional, or other
special rights and qualifications, limitations, or restrictions.

F-10

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4. SHARE CAPITAL (Continued)

b)    Issued and Outstanding:

On January 20, 2010, the Company executed a Share Cancellation
Agreement with an entity controlled by the Companys former president for the
re-purchase of 110,000,000 shares of the Companys common stock at a price of
$0.0001 per share for a total purchase price of $5,000. The Company also
executed a Return to Treasury Order representing the repurchased stock.

On January 22, 2010, the Company completed a 22 to 1 forward
stock split-up, increasing the number of common shares issued and outstanding.
The financial statements have retro-actively been adjusted to reflect this stock
split-up for all periods presented.

c)    Share Purchase Warrants

The Companys share purchase warrant activity for the period
from March 16, 2006 (inception) to January 31, 2010 is as follows:

|                                                       |  |            |  |   |          |  |  | WEIGHTED     | 
|------------------------------------------------------ |  | ---------- |  | - | -------- |  |  | ------------ | 
|                                                       |  |            |  |   | WEIGHTED |  |  | AVERAGE      | 
|                                                       |  | NUMBER     |  |   | AVERAGE  |  |  | REMAINING    | 
|                                                       |  | OF         |  |   | EXERCISE |  |  | CONTRACTUAL  | 
|                                                       |  | WARRANTS   |  |   | PRICE    |  |  | LIFE         | 
|                                                       |  |            |  |   |          |  |  |              | 
|Balance, March 16, 2006 through October 31,
      2009 |  | -          |  | $ | -        |  |  | -            | 
|                                                       |  |            |  |   |          |  |  |              | 
|Granted during the period                              |  |            |  |   |          |  |  |              | 
|January 21, 2010                                       |  | 12,000,000 |  |   | 0.15     |  |  |              | 
|January 21, 2010                                       |  | 12,000,000 |  |   | 0.20     |  |  |              | 
|January 21, 2010                                       |  | 8,888,888  |  |   | 0.0001   |  |  |              | 
|                                                       |  |            |  |   |          |  |  |              | 
|                                                       |  |            |  |   |          |  |  |              | 
|Balance, January 31, 2010                              |  | 32,888,888 |  | $ | 0.13     |  |  | 35.75 months | 

The following table provides certain information with respect
to the above share purchase warrants that are outstanding and exercisable at
January 31, 2010:

EXERCISE
        PRICES
      
      
      WARRANTS
        OUTSTANDING AND EXERCISABLE
      
      
      WEIGHTED
        AVERAGE REMAINING CONTRACTUAL
      LIFE$
    0.15
    
    
    12,000,000
    
    
    35.75 months$
    0.20
    
    
    12,000,000
    
    
    35.75 months$
    0.0001
    
    
    8,888,888
    
    
    35.75 months32,888,888


F-11

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4.     SHARE CAPITAL (Continued)

c)    Share Purchase Warrants (Continued)

On January 21, 2010, the Company issued a series of stock
purchase warrant agreements as follows:

i)     with twelve
separate parties for the purchase of 1,000,000 shares of common stock of the
Company each (12,000,000 shares total) at $0.15 per share exercisable at any
time prior to the termination date (or 36 months from the stock purchase warrant
execution date).

ii)    with twelve
separate parties for the purchase of 1,000,000 shares of common stock of the
Company each (12,000,000 shares total) at $0.20 per share exercisable at any
time prior to the termination date (or 36 months from the stock purchase warrant
execution date).

iii)   for the purchase of
8,888,888 shares of common stock of the Company at $0.0001 per share exercisable
at any time after the first 24 months from the date of execution of the warrant
and prior to the termination date (or 36 months from the stock purchase warrant
execution date).

The fair value of share purchase warrants, currently
exercisable and granted to secure future financings, is determined using the
Black-Scholes option-pricing model. This fair value amounted to $57,180. The
following weighted-average assumptions were used:

Expected dividend yield
    0%Estimated share price volatility
    120%Risk-free interest rate
    1.41%Expected life of warrants
    3 years


The Company has no stock option plan or other dilutive
securities.

5.     COMMITMENTS AND CONTRACTUAL
OBLIGATIONS

On July 27, 2009, The Company entered into an exclusive Master
Product Licensing Agreement with Mount Knowledge Inc. (MtK), a corporation
based in Ontario, Canada, and its founder, wherein the Company was granted
exclusive world-wide license to all intellectual property owned by MtK for the
purposes of promoting, marketing and selling MtK products. Currently, MtK
products consist of patent pending Real Time Learning and Self Improvement
Educational System and Method software application referred to as Syntality.

On January 21, 2010, the Board of Directors approved the
execution of a new exclusive Master Software License Agreement with MtK and its
founder, wherein the Company was granted the exclusive world-wide license rights
to promote, market and sell any and all of MtKs products, both existing and
future. The Agreement supersedes the Master Product License Agreement executed
on July 27, 2009 and provides updated terms and conditions, including, but not
limited to new definitions of duties, responsibilities and costs to be borne by
the respective parties. The License Agreement may also be further extended upon
mutual agreement between the parties.

The Company has no other significant commitments or contractual
obligations with any parties respecting executive compensation, consulting
arrangements or other matters.

F-12

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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.

The information contained in Item 2 contains forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended.
Actual results may materially differ from those projected in the forward-looking
statements as a result of certain risks and uncertainties set forth in this
report. Although management believes that the assumptions made and expectations
reflected in the forward-looking statements are reasonable, there is no
assurance that the underlying assumptions will, in fact, prove to be correct or
that actual results will not be different from expectations expressed in this
report.

Forward looking statements are made based on managements
beliefs, estimates and opinions on the date the statements are made and we
undertake no obligation to update forward-looking statements if these beliefs,
estimates and opinions or other circumstances should change. Although we believe
that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance
or achievements. Except as required by applicable law, including the securities
laws of the United States, we do not intend to update any of the forward-looking
statements to conform these statements to actual results.

Our financial statements are stated in United States dollars
(US$) and are prepared in accordance with United States Generally Accepted
Accounting Principles.

In this quarterly report, unless otherwise specified, all
dollar amounts are expressed in United States dollars and all references to
common stock refer to the common shares in our capital stock.

As used in this quarterly report, the terms we, us, our,
and MKHD mean Mount Knowledge Holdings, Inc., unless the context clearly
requires otherwise.

General

We were incorporated as Auror Capital Corp. under the laws of
Nevada on March 16, 2006. We began as an exploration stage company engaged in
the acquisition and exploration of mineral properties. On January 23, 2009, we
decided to abandon our Katrina mineral claim due to our unsuccessful
explorations to date and our inability to attract investment capital to proceed
with further exploration on the claim. On January 25, 2010, we 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 our name to Mount Knowledge Holdings, Inc.
(MKHD).

On January 21, 2010, we executed a new exclusive Master
Software License Agreement with Mount Knowledge, Inc. (MtK), a corporation
based out of Ontario, Canada, and its founder, Erwin Sniedzins, wherein the
Company was granted the exclusive world-wide license rights to promote, market
and sell any and all of MtKs products, both existing and future.

The Companys primary mission is to market, sell and distribute
a proprietary Real Time Self Learning System (RTSL) software application
referred to as the Knowledge Generator product, domestically and
internationally. The Company foresees the use of the Knowledge Generator product as a learning solution for individuals, schools, government
agencies, healthcare facilities, and corporations to provide an enhanced and
robust learning tool to assist in new job skill training and continual education
programs.

We anticipate generating revenues from the marketing and sale
of the Knowledge Generator product utilizing various marketing and distribution
channels and sales strategies. We foresee the primary source of our revenues to
come from the sale of the Knowledge Generator product in China through our
corporate Learning Centers and other distribution channels.

- 3-

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Milestones

Our milestones and objectives over the next 12 months are
significantly dependent on various factors which the Company may or may not be
in control of, including, but not limited to; (a) to obtain adequate financing
to sustain and expand its operations; (b) to acquire various marketing and
distribution channels in China; (c) to commence the Knowledge Generator product
launch in China and North American markets; (d) to complete market-specific
product enhancements, (e) to development new partnerships and distribution
channels, (f) to launch new sales strategies, (g) to create new business
enterprise applications, and, (h) to generate adequate cash flow from the sales
of the Knowledge Generator products worldwide.

Capital & Uses of Proceeds

Capital Needs

To implement our plan of operations, including some or all of
the above described milestones (objectives), we will continue to raise capital
(equity) in an amount up to $1.5 Million in the form of a Private Placement or
Offering for the sale of our restricted over an initial 6 month period on terms
and conditions to be determined.

We anticipate the need to raise additional capital beyond the
first 6 months of operations, subject to the successful implementation of its
initial milestones over the first 180 days of operations and our revenue growth
cycle thereafter. Management is unable to determine at this time, the specific
amounts and terms of such future financings. In addition, we may elect to seek
subsequent interim or bridge financing in the form of debt (corporate loans)
as may be necessary.

Proceeds

We foresee the proceeds from capital raised to be allocated as
follows: (a) market-specific implementation costs; (b) product enhancements; (c)
business development; (d) general and administrative; (e) working capital; (f)
financing costs; and (g) audit/SEC filing fees.

Plan of Operations

Over the 12 months of 2010, we must raise capital and complete
certain milestones as described below:

Milestones

Background Information

The Knowledge Generator has been under development since early
2002 and has been trialed by hundreds of users in different user settings. In
2007, Mtk, Inc signed its first annual license agreement with various Toronto
District School Board schools for their elementary and high school programs.
Knowledge Generator is now being used to help students in literacy
improvements, English as a Second Language (ESL), Adult Professional
Accreditation, Teaching of English as a Foreign Language (TOEFL) preparation and
special needs learners, including at-risk students and students with Downs
syndrome.

In early 2009, Mtk, Inc released its first commercial software
application of the Complete English Real Time Self Learning Intelligent
System, now known and marketed as the Knowledge Generator product. Since its
release, Mtk, Inc has received inquiries on the product from various schools,
businesses and potential sales partners throughout Canada and China. This
resulted in the execution of a five year, plus five year, Sales Agent agreement
with Tianjin You He Trading Co., Ltd in Tianjin, China in March of 2009.

This exclusive marketing and distribution agreement for China
grants to Tianjin You He Trading Co., Ltd. the rights to distribute the
Knowledge Generator product utilizing various traditional marketing methods, at
Tianjin You He Trading Co., Ltds expense, but with support from Mtk, Inc to
train initial personnel on product functionality, features, etc., and to assist
in the creation of marketing, branding and product identity tools and sales
& marketing strategy, as needed.

- 4 -

---

The exclusive Master Software License Agreement executed on
January 21, 2010 with Mount Knowledge, Inc. (MtK), a corporation based out of
Ontario, Canada, and its founder, Erwin Sniedzins, supersedes the Master
Software License Agreement executed on or before July 27, 2009 and provides
updated terms and conditions, including, but not limited to new definitions of
duties, responsibilities and costs to be borne by the respective parties.

Any and all products licensed under the Master Product License
Agreement will be defined specifically in a Statement of Work executed for each
respective product describing the terms and condition relating to such product
or products, including, but not limited to, Costs, Delivery Dates,
Specifications, Support, other requirements requested by the Company and the
respective obligations of the parties with respect thereto, as may be agreed
upon by the parties from time to time during the term of the Agreement. Also,
the term of the agreement has been extended to eighty-eight (88) years. The
License Agreement may also be further extended upon mutual agreement between the
parties.

The Agreement by and between MtK and us does not include
ownership rights to previous marketing and sales or distribution agreements
executed by MtK. However, we are in negotiations with MtK to acquire the rights
to any and all existing agreements, including the Tianjin You He Trading Co.,
Ltd Sales Agent agreement, executed by MtK prior to the execution of our Master
Software License Agreement, which we anticipate having completed in the first
quarter of 2010.

Future Milestones

Our milestones and objectives over the next 12 months are
significantly dependent on various factors which the Company may or may not be
in control of, including, but not limited to; (a) to obtain adequate financing
to sustain and expand its operations; (b) to acquire various marketing and
distribution channels in China; (c) to commence the Knowledge Generator product
launch in China and North American markets; (d) to complete market-specific
product enhancements, (e) to development new partnerships and distribution
channels, (f) to launch new sales strategies, (g) to create new business
enterprise applications, and, (h) to generate adequate cash flow from the sales
of the Knowledge Generator products worldwide.

The Company anticipates the completion of the following
objectives over the next 12 months:

First 90 Days of Operations (Administrative)

In the first 90 days of operations, our primary focus will be
to complete necessary administrative functions, obtain new financing and acquire
certain existing marketing and sales agreements in order to properly position us
to execute on OUR business plan. These proposed objectives are as follows:

1.    Secondary Offering and/or Other
Financings. We intend to initiate a Private Placement Memorandum
or Offering for the sale of our restricted Common Stock in an anticipated amount
of up to $1,500,000 to commence over the next 1 to 6 months, subject to the
completion of all appropriate regulatory filings required prior to the
commencement of such capital raise. We anticipate administrative and
professional fees to be approximately $50,000, and selling costs, not to exceed
ten percent ($150,000) of the total amount of funds raised. In order to complete
the Private Placement, we may need to seek interim or bridge financing in the
form of debt (corporate loans) and/or convertible debentures to pay for expenses
associated with such an offering, as deemed necessary by our management.

2.    Acquisition of China
Contract.We plan to acquire an existing Sales Agent agreement
with Tianjin You He Trading Co., Ltd from Mtk, Inc or related company on or
before the Companys fiscal year-end. We anticipate the cost of the acquisition
of this agreement to be in form common and/or preferred stock (no cash) issued
to Mtk, Inc under specific terms and conditions to be determined.

3.    Implementation of China
Contract. If the Sales Agent agreement with Tianjin You He Trading Co.,
Ltd in China is successfully acquired from Mtk, Inc, we may be required to
fulfill certain, if not all, of the contractual obligations of Mtk, Inc in the
agreement with Tianjin You He Trading Co., Ltd. These obligations may include,
amongst other things, China-specific product design and packaging, technical
support, China related educational content consisting of approved stories and
exercises, mutually approved marketing and sales materials and product
packaging, a Chinese sales website, and other miscellaneous items which may be
deemed necessary in order to successfully launch the product in China within the
next 3 to 6 months of operations. We anticipate costs related to the
implementation of the China contract to be approximately $375,000, when
acquired.

- 5 -

---

Next 90 days of Operations

In the next 90 days of operations, we plan to expand our
objectives to include new product enhancements and the development of new
partnerships and distribution channels as follows:

1.    Product Enhancements for North
American Market. Subject to the successful launch of the Knowledge
Generator software application in China, we plan to commission Mtk, Inc to
provide product enhancements consistent with perceived customer requirements
within the North American market place. Most of these enhancements are believed
to be in the form of updated graphics, to enhance the fluidity of the user
experience and interface, and some market specific content. We anticipate a
budget of approximately $250,000 to complete such product upgrades over a period
of 3 to 6 months.

2.    Business Development (Additional
Partnerships and Distribution Channels). We will also pursue our
business development efforts in other Asian countries, as well as North American
and various European markets. We anticipate an initial budget of approximately
$150,000 to preliminarily seek new partnerships and distribution channels
commencing sometime after the first 90 days of operations and continuing for a
period of time thereafter as determined by us, subject to the availability of
adequate financing and ongoing sales results.

Months 6- 9 of Operations

During the period of 6 to 9 months, we will direct our
marketing efforts towards direct sales opportunities in the form of infomercials
and online membership programs, including the option of bundling our product
with potential technology partners to increase brand awareness and product
reach.

1.    Infomercials. We plan to
develop infomercials to assist in creating brand awareness and direct sales
revenue, beginning in China and eventually targeting North America and specific
European and Asian markets. We anticipate an initial budget of approximately
$500,000 over a 6 to 12 month period to effectively produce and execute a sales
and marketing program utilizing infomercials commencing at various times in the
specific markets we decide to pursue.

2.    Membership Program.We foresee a web-based e-learning membership program with monthly,
recurring, fee based revenues as being one of the more important and lucrative
long-term revenue models for us. It is difficult to accurately estimate the
total cost involved in the design and development of this program, including the
time required to implement such a program. We have initially budgeted $275,000
to pursue the creation and implementation of its membership program.

3.    Technology Partners.We will seek to identify and develop relationships with globally recognized
technology providers and OEMs to pursue the possibility of bundling the
Knowledge Generator product with established product platforms, including
mobile applications (PDA) to provide the Company with an ancillary revenue
stream. We see this as a potentially significant opportunity to generate
revenues, if it has successfully demonstrated the desirability of the Knowledge
Generator product with its initial audience and market(s). We anticipate a
budget of approximately $50,000 to initially cultivate these types of
partnerships when deemed appropriate by us.

Months 9-12 of Operations

During the period of 9 to 12 months, we will seek to modify the
Knowledge Generator product for the development and sale of new applications
specifically for the business sector.

1.    Business Enterprise
Applications. We foresee the use of the Knowledge Generator product as
a learning solution for schools, government agencies, healthcare facilities, and
corporations to provide an enhanced, interactive learning program to facilitate
new job skills training and continual education programs. Therefore, we intend
to work with Mtk, Inc to develop product-specific enhancements to the existing
Knowledge Generator product for use in various business applications. It is
likely that most of the product enhancements for business applications will be
in form of client-specific modifications based upon requests for customized
specifications and functionality. As such, we anticipate that some of the costs
for these modifications would be borne by each respective client. Therefore, it
is difficult to accurately determine the upfront costs attributable to us for
any research and development of business enterprise applications. For that
reason, we initially anticipate a budget of approximately $50,000 for the
beginning stages of such a development program on a timeframe yet to be
determined.

- 6 -

---

The milestones outlined above represent our objectives for the
purpose of obtaining revenues from the marketing and sales of the Knowledge
Generator product through various marketing and distribution channels.

Although, we have arranged and specified each respective
milestone in a defined order, or timeline, over the next 12 months, we may find
the need to modify any or all of the milestones listed, subject to unforeseen
circumstances and other contingences which may require us to alter, in whole, or
in part, certain aspects of each respective milestone in order for us to
successfully realize revenue and ultimately attempt to achieve profitability.

Each milestone many begin at a different time than indicated
and may continue for a shorter or longer period of time than suggested,
depending upon if such milestones have successfully resulted in generating
revenues for us.

Also, each milestone may require more or less capital than
anticipated and may need to be adjusted from time to time. Furthermore, any
adjustments made to the proposed milestones may adversely affect the revenue
potential of each milestone and overall revenues and/or our profitability.

Requirements and Utilization of Funds

Our budget for operations in next six to twelve months is as
follows:

We initially seek to raise $1,500,000 during the upcoming 1 to
6 months, from the sale of our common stock. These monies will be used to
execute on the first six months of milestones such as acquiring and implementing
the Tianjin You He Trading Co., Ltd. exclusive Sales Agent agreement for China,
the development of product enhancements for the North American market,
identifying and developing additional partnerships and distribution channels,
and for general operating expenses.

We anticipate the need to raise additional capital beyond the
first 6 months of operations, subject to the successful implementation of its
initial milestones over the first 180 days of operations and our revenue growth
cycle thereafter. Management is unable to determine at this time, the specific
amounts and terms of such future financings. In addition, we may elect to seek
subsequent interim or bridge financing in the form of debt (corporate loans)
as may be necessary.

The estimated breakdown for the utilization of funds is as
follows:

Requirements & Utilization of
      FundsImplementation of Existing Agreements
    $
    375,000Product Enhancements
    $
    250,000Business Development
    $
    150,000General and Administrative
    $
    125,000Working Capital
    $
    300,000Financing Costs
    $
    200,000Audit/SEC Filing Fees
    $
    100,000Total
    $
    1,500,000


Financial Condition, Liquidity and Capital Resources

As of January 31, 2010, we had $1,749 in the bank and our only
assets are intangible and consist of: our business plan, a License Agreement,
relationships, and industry contacts. We had limited operations to date and we
did not have any revenues during the three month period ended January 31, 2010.
We are illiquid and need cash infusions from investors and/or current
shareholders to support our proposed marketing and sales operations.

Management believes this amount may not satisfy our cash
requirements for the next 12 months and as such we will need to either raise
additional proceeds and/or our officers and/or directors will need to make
additional financial commitments to our company, neither of which is guaranteed.
We plan to satisfy our future cash requirements - primarily the working capital
required to execute on our objectives, including marketing and sales of our
product, and to offset legal and accounting fees - by financial commitments from
future debt/equity financings, if and when possible.

- 7 -

---

Management believes that we may generate some sales revenue
within the next 12 months, but that these sales revenues will not satisfy our
cash requirements during that period. We have no committed source for any funds
as of this date. No representation is made that any funds will be available when
needed. In the event that funds cannot be raised when needed, we may not be able
to carry out our business plan, may never achieve sales, and could fail to
satisfy our future cash requirements as a result of these uncertainties.

If we are unsuccessful in raising the additional proceeds from
officers and/or directors, we may then have to seek additional funds through
debt financing, which would be highly difficult for an early stage company to
secure and may not even be available to us. However, if such financing were
available, because we are an early stage company with no operations to date, we
would likely have to pay additional costs associated with high risk loans and be
subject to an above market interest rate.

At such time as these funds are required, management would
evaluate the terms of such debt financing and determine whether the business
could sustain operations and growth and manage the debt load. If we cannot raise
additional proceeds via a private placement of our common stock or secure debt
financing we would be required to cease business operations. As a result,
investors in our common stock would lose all of their investment.

The staged development of our business will continue over the
next 12 months. Other than engaging and/or retaining independent consultants to
assist the Company in various administrative and marketing related needs, we do
not anticipate a significant change in the number of our employees, if any,
unless we are able to obtain adequate financing.

Our auditors have issued a "going concern" opinion. This means
that there is substantial doubt that we can continue as an on-going business for
the next 12 months unless we obtain additional capital to pay our bills. This is
because we have not generated any revenues and no substantial revenues are
anticipated in the near-term. Accordingly, we must raise cash from sources other
than from the sale of our product. Our only other source for cash at this time
is investment by officers and/or directors, of which, such has not been
committed nor can we anticipate that such will be available when needed. We must
raise capital to implement our business strategy and stay in business.

Results of Operations

The following summary of our results of operations should be
read in conjunction with our unaudited financial statements for the three months
ended January 31, 2010 which are included herein.

Our operating results for the three months ended January 31,
2010 and 2009 are summarized as follows:

| |                    |   | Three Months Ended | 
| | ------------------ | - | ------------------ | 
| |                    |   | January
      31,  | 
| |                    |   | 2010               | 
| |                    |   |                    | 
| | Revenue            | $ | -                  | 
| | Operating Expenses |   | 14,887             | 
| | Net Loss           | $ | 14,887             | 

Revenues

We have earned minimal revenues to date, and anticipate earning
minimal revenues in the next quarter.

- 8 -

---

Expenses

Our expenses for the three months ended January 31, 2010 and
2009 are outlined in the table below:

| |                                |   | Three Months Ended | 
| | ------------------------------ | - | ------------------ | 
| |                                |   | January
      31,  | 
| |                                |   | 2010               | 
| |                                |   |                    | 
| | Filing and Transfer Agent Fees |   | 1,181              | 
| | General and Administrative     |   | 1,172              | 
| | Professional Fees              |   | 12,534             | 
| | Total Expenses                 | $ | 14,887             | 

General and Administrative

The increase in our general and administrative expenses for the
three month period ended January 31, 2010 compared to January 31, 2009 was
primarily due toan increase in filing fees.

Professional Fees

Professional fees include our accounting and auditing expenses
incurred in connection with the preparation and audit of our financial
statements and professional fees that we pay to our legal counsel. Our
accounting and auditing expenses were incurred in connection with the
preparation of our audited financial statements and unaudited interim financial
statements and our preparation and filing of a registration statement with the
SEC. Our legal expenses represent amounts paid to legal counsel in connection
with our corporate organization. Legal expenses will be ongoing during fiscal
2010 as we are subject to the reporting obligations of the Securities Exchange
Act of 1934.

Liquidity And Capital Resources

Working Capital

|                    |   |                  |   |   |                  |   |  | Percentage | 
|------------------- | - | ---------------- | - | - | ---------------- | - |  | ---------- | 
|                    |   | As at            |   |   | As at            |   |  | Increase / | 
|                    |   | January 31, 2010 |   |   | January 31, 2009 |   |  | (Decrease) | 
|                    |   |                  |   |   |                  |   |  |            | 
|Current Assets      | $ | 1,749            |   | $ | -                |   |  | N/A        | 
|Current Liabilities | $ | 42,602           |   | $ | 20,384           |   |  | 109%       | 
|Working Capital     | $ | (40,853          | ) | $ | (20,384          | ) |  | 100%       | 

Cash Flows

|                                      |   |                  |   |   |                  |   |  |            |  
|------------------------------------- | - | ---------------- | - | - | ---------------- | - |  | ---------- | -
|                                      |   | Three Months     |   |   | Three Months     |   |  | Percentage |  
|                                      |   | Ended            |   |   | Ended            |   |  | Increase / |  
|                                      |   | January 31, 2010 |   |   | January 31, 2009 |   |  | (Decrease) |  
|Cash (used) in Operating Activities   | $ | (19,968          | ) | $ | (9,605           | ) |  | 108%       |  
|Cash provided by Investing Activities | $ | -                |   | $ | -                |   |  | -          |  
|Cash provided by Financing Activities | $ | 22,299           |   | $ | 10,405           |   |  | (314%      | )
|Foreign Exchange Effect on Cash       |   | (582             | ) | $ | 1,845            |   |  | (132%      | )
|Net Increase in Cash                  | $ | 1,749            |   | $ | 800              |   |  | 119%       |  

We anticipate that we will incur approximately $100,000 for
operating expenses, including professional, legal and accounting expenses
associated with our reporting requirements under the Exchange Act during the
next twelve months. Accordingly, we will need to obtain additional financing in
order to complete our business plan.

- 9 -

---

Cash Used In Operating Activities

We used cash in operating activities in the amount of $19,968
during the three month period ended January 31, 2010 and $9,605 during the three
month period ended January 31, 2009. Cash used in operating activities was
funded by cash from financing activities.

Cash From Investing Activities

No cash was used or provided in investing activities during the
three month period ended January 31, 2010.

Cash from Financing Activities

We generated $22,299 cash from financing activities during the three month
  period ended January 31, 2010.

Disclosure of Outstanding Share Data

As of January 31, 2010, we had 85,533,536 shares of common
stock issued and outstanding. We do not have any warrants, options or shares of
any other class issued and outstanding as at the date of this quarterly report.

Going Concern

The financial statements accompanying this report have been
prepared on a going concern basis, which implies that our company will continue
to realize its assets and discharge its liabilities and commitments in the
normal course of business. Our company has not generated revenues since
inception and has never paid any dividends and is unlikely to pay dividends or
generate earnings in the immediate or foreseeable future. The continuation of
our company as a going concern is dependent upon the continued financial support
from our shareholders, the ability of our company to obtain necessary equity
financing to achieve our operating objectives, and the attainment of profitable
operations.

As of January 31, 2010, we had accumulated losses of $187,710
since inception. We do not have sufficient working capital to enable us to carry
out our stated plan of operation for the next twelve months. These financial
statements do not include any adjustments to the recoverability and
classification of recorded asset amounts and classification of liabilities that
might be necessary should our company be unable to continue as a going concern.

Due to the uncertainty of our ability to meet our future
operating expenses and the capital expenses in their report on the financial
statements for the year period ended October 31, 2010, our independent auditors
included an explanatory paragraph regarding concerns about our ability to
continue as a going concern. Our financial statements contain additional note
disclosures describing the circumstances that lead to this disclosure by our
independent auditors.

The continuation of our business is dependent upon us raising
additional financial support. The issuance of additional equity securities by us
could result in a significant dilution in the equity interests of our current
stockholders. Obtaining commercial loans, assuming those loans would be
available, will increase our liabilities and future cash commitments.

Future Financings

We anticipate continuing to rely on equity sales of our common
shares in order to continue to fund our business operations. Issuances of
additional shares will result in dilution to our existing stockholders. There is
no assurance that we will achieve any additional sales of our equity securities
or arrange for debt or other financing to fund our planned activities. There is
no assurance that the Company will able to obtain financing to carry on our
legal, accounting and reporting needs.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have
or are reasonably likely to have a current or future effect on our financial
condition, changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources that are
material to stockholders.

- 10 -

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Application of Critical Accounting Estimates

The financial statements of our company have been prepared in
accordance with generally accepted accounting principles in the United States
(GAAP). Because a precise determination of many assets and liabilities is
dependent upon future events, the preparation of financial statements for a
period necessarily involves the use of estimates which have been made using
careful judgment.

The financial statements have been prepared within the
framework of the significant accounting policies summarized below:

a)    Exploration Stage Activities and Mineral
Property Interests

Until abandonment of its mineral property on January 23, 2009,
the Company was an exploration stage mining company and had not realized any
revenue from its operations. It was primarily engaged in the acquisition,
exploration and development of mining properties.

b)    Financial Instruments and Concentration of
Risk

The fair value of financial instruments, which consist of cash,
and accounts payable and accrued liabilities, 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.

c)    Basic and Diluted Loss Per Share

In accordance with ASC Topic 260, Earnings Per Share
(formerly SFAS 128), 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. Diluted earnings per share excludes all dilutive potential shares if
their effect is anti-dilutive.

The Company accounts for common stock purchase warrants at fair
value in accordance with EITF 00  19, Accounting for Derivative Financial
Instruments Indexed to and Practically Settled in, a Companys Own Stock,
(codified in ASC 815, Derivatives and Hedging). The Black-Scholes option
pricing valuation method is used to determine fair value of these warrants. Use
of this method requires that the Company make assumptions regarding stock
volatility, dividend yields, expected term of the warrants and risk-free rates.

d)    Foreign Currency Translation

The Companys functional currency is now the U.S. dollar. In
the fiscal year 2009, the functional currency was the Canadian dollar.

Transactions in Canadian currency are translated into U.S.
dollars as follows:

| | i)  | monetary items at the exchange rate prevailing at the
      balance sheet date;                 
| | --- | ------------------------------------------------------------------------------------------------
| | iv) | non-monetary items at the historical exchange
  rate;                                           
| | v)  | revenue and expense at the average rate in effect during
      the applicable accounting period.

Translation adjustments resulting from this process are
recorded in Stockholders Equity as a component of Accumulated Other
Comprehensive Income (Loss). Gains and losses arising on translation or
settlement of foreign currency denominated transactions or balances are recorded
in the Statement of Operations.

-11-

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g)    Use of Estimates

The preparation of financial statements, in conformity with
generally accepted accounting principles, requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying disclosures. Actual results may differ from the estimates.

h)    Impairment of Long-Lived Assets

Impairment losses on long-lived assets used in operations are
recorded when indicators of impairment are present and the undiscounted cash
flows estimated to be generated by those assets are less than the assets
carrying amount. In such cases, the amount of the impairment is determined based
on the relative fair values of the impaired assets.

i)    Treasury Stock

Common stock repurchases are recorded as treasury stock at
cost.

On forward stock split-ups, the number of all common shares
disclosed in the financial statements is adjusted to give retroactive effect to
such recapitalizations.

Recent Accounting Pronouncements

In June 2009, the FASB issued SFAS No. 166, Accounting for
Transfers of Financial Assets (ASC Topic 860) which will require more
information about transfers of financial assets in situations where companies
have continuing exposure to the risk related to transferred financial assets. It
eliminates the concept of a qualifying special purpose entity, changes the
requirements for derecognizing financial assets, and requires additional
disclosure. This guidance is effective for interim and annual periods ending
after November 15, 2009. The Company does not expect the adoption of the
guidance to have a material impact on its financial statements.

In June 2009, the FASB issued SFAS 167, Amendments to FASB
Interpretation No. 46(R) (ASC Topic 810). The guidance is intended to improve
financial reporting by providing additional guidance to companies involved with
variable interest entities and by requiring additional disclosures about a
companys involvement in variable interest entities. This guidance is effective
for interim and annual periods ending after November 15, 2009. The Company does
not expect the adoption of the new accounting guidance to have a material impact
on its financial statements.

In June 2009, the Financial Accounting Standards Board (FASB)
issued its final Statement of Financial Accounting Standards (SFAS) No. 168,
The FASB Accounting Standards Codification and the Hierarchy of Generally
Accepted Accounting Principles, a replacement of FASB Statement No. 162 (SFAS
168). SFAS 168 establishes the FASB Accounting Standards Codification
(Codification), which officially launched July 1, 2009, to become the source
of authoritative U.S. generally accepted accounting principles (GAAP)
recognized by the FASB to be applied by non-governmental entities, superseding
existing FASB, American Institute of Certified Public Accountants (AICPA),
Emerging Issues Task Force (EITF), and related accounting literature.

Rules and interpretive releases of the Securities and Exchange
Commission (SEC) under authority of federal securities laws are also sources
of authoritative U.S. GAAP for SEC registrants. SFAS 168 recognizes the
previously issued GAAP pronouncements into accounting topics and displays them
using a consistent structure.

The subsequent issuances of new standards will be in the form
of Accounting Standards Updates that will be included in the Codification. SFAS
168 is effective for the Company as of the year ended October 31, 2009. As the
Codification was not intended to change or alter existing GAAP, it did not have
an impact on the Companys financial statements. The only impact was that
references to authoritative accounting literature are in accordance with the
Codification. The Company has included in its disclosures the Accounting
Standards Codification (ASC) cross-reference along side the references to the
accounting standards issued and adopted prior to the adoption of Codification.

- 12 -

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Item 3. Quantitative and Qualitative Disclosures About
Market Risk.

Not Applicable.

Item 4. Controls and Procedures.

Managements evaluation of disclosure controls and
procedures

As required under the Exchange Act, we evaluated the
effectiveness of the design and operation of our disclosure controls and
procedures, as of the end of the period covered by this report, being January
31, 2010. We are responsible for establishing and maintaining adequate internal
controls and procedures for the financial reporting of our company. Disclosure
control and procedures are the controls and other procedures that are designed
to ensure that we record, process, summarize and report in a timely manner the
information that we must disclose in reports that we file with or submit to the
SEC. Our management has concluded, based on their evaluation, that as of January
31, 2010, as the result of the material weaknesses described below, our
disclosure controls and procedures were ineffective in providing reasonable
assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes.

Managements report on internal control over financial
reporting

Our management is responsible for establishing and maintaining
adequate internal control over financial reporting to provide reasonable
assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with US GAAP.
Management has concluded that there are material weaknesses in both the design
and operation of the Companys internal controls and procedures for financial
reporting. A material weakness, as defined by SEC rules, is a control
deficiency, or combination of control deficiencies, such that there is a
reasonable possibility that a material misstatement of the annual or interim
financial statements will not be prevented or detected on a timely basis. The
material weaknesses in internal control over financial reporting that were
identified include:

| | i.   | there is a lack of adequate segregation of duties in our
      accounting and financial reporting functions;                                                                                                                                            
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                         
| | ii.  | there is a lack of entity wide controls, including no
      audit committee, and a failure to maintain formalized accounting policies
      and procedures;                                                                                             
| |      |                                                                                                                                                                                                                                                         
| | iii. | senior management has not established and maintained a
      proper tone as to internal control over financial reporting;                                                                                                                             
| |      |                                                                                                                                                                                                                                                         
| | iv.  | there may be a lack of sufficient controls relating to
      user access security levels in our accounting software to restrict access
      to certain financial applications only to employees requiring access to
      complete their job functions.

As a result of the existence of these material weaknesses as of
January 31, 2010, management has concluded that we did not maintain effective
internal control over financial reporting as of January 31, 2010.

While we believe our financial statements included in this
Quarterly Report present fairly, in all material respects, our financial
condition, results of operations and cash flows for the periods presented, as a
result of the material weaknesses in our internal control over financial
reporting, there is a reasonable possibility that material misstatements of the
financial statements including disclosures will not be prevented or detected on
a timely basis.

This Quarterly Report does not include an attestation report of
the companys registered public accounting firm regarding internal control over
financial reporting. Managements report was not subject to attestation by the
companys registered public accounting firm pursuant to temporary rules of the
Securities and Exchange Commission that permit the company to provide only
managements report in this annual report.

- 13 -

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Remediation

We will engage an independent accounting firm to advise us in
respect of our internal controls over financial reporting, and to provide
accounting counsel on various matters relating thereto. We will continue to
implement further improvements to our internal controls as they are identified.
We will use the criteria and framework set forth by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) in the publication Internal
Control-IntegratedFramework, an integrated framework for the evaluation
of internal controls, for the evaluation of our internal controls in the future.
Senior management will continue to consult with external experts to assist with
the accounting for complex and non-routine accounting transactions.

Changes to Internal Controls and Procedures Over Financial
Reporting

There have been no changes in our internal control over
financial reporting during our fiscal year that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting, except as discussed herein.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We know of no material, active or pending legal proceedings
against our company, nor are we involved as a plaintiff in any material
proceeding or pending litigation. There are no proceedings in which any of our
directors, officers or affiliates, or any registered or beneficial shareholder,
is an adverse party or has a material interest adverse to our interest.

ITEM 1A. RISK FACTORS.

Not Applicable.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS

None.

ITEM 5. OTHER INFORMATION

a)    Issued and Outstanding:

On January 20, 2010, the Company executed a Share Cancellation
Agreement with an entity controlled by the Companys former president for the
re-purchase of 110,000,000 shares of the Companys common stock at a price of
$0.0001 per share for a total purchase price of $5,000. The Company also
executed a Return to Treasury Order representing the repurchased stock.

On January 22, 2010, the Company completed a 22 to 1 forward
stock split-up, increasing the number of common shares issued and outstanding.
The financial statements have retro-actively been adjusted to reflect this stock
split-up for all periods presented.

b)    Share Purchase Warrants

The Companys share purchase warrant activity for the period
from March 16, 2006 (inception) to January 31, 2010 is as follows:

- 14 -

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ITEM 5. OTHER INFORMATION (continued)

b)    Share Purchase Warrants (continued)

|                                                       |  |            |  |   |          |  |  | WEIGHTED     | 
|------------------------------------------------------ |  | ---------- |  | - | -------- |  |  | ------------ | 
|                                                       |  |            |  |   | WEIGHTED |  |  | AVERAGE      | 
|                                                       |  | NUMBER     |  |   | AVERAGE  |  |  | REMAINING    | 
|                                                       |  | OF         |  |   | EXERCISE |  |  | CONTRACTUAL  | 
|                                                       |  | WARRANTS   |  |   | PRICE    |  |  | LIFE         | 
|                                                       |  |            |  |   |          |  |  |              | 
|Balance, March 16, 2006 through October 31,
      2009 |  | -          |  | $ | -        |  |  | -            | 
|                                                       |  |            |  |   |          |  |  |              | 
|Granted during the period                              |  |            |  |   |          |  |  |              | 
|January 21, 2010                                       |  | 12,000,000 |  |   | 0.15     |  |  |              | 
|January 21, 2010                                       |  | 12,000,000 |  |   | 0.20     |  |  |              | 
|January 21, 2010                                       |  | 8,888,888  |  |   | 0.0001   |  |  |              | 
|                                                       |  |            |  |   |          |  |  |              | 
|                                                       |  |            |  |   |          |  |  |              | 
|Balance, January 31, 2010                              |  | 32,888,888 |  | $ | 0.13     |  |  | 35.75 months | 

The following table provides certain information with respect
to the above share purchase warrants that are outstanding and exercisable at
January 31, 2010:

EXERCISE
        PRICES
      
      
      WARRANTS
        OUTSTANDING AND EXERCISABLE
      
      
      WEIGHTED
        AVERAGE REMAINING CONTRACTUAL
      LIFE$
    0.15
    
    
    12,000,000
    
    
    35.75 months$
    0.20
    
    
    12,000,000
    
    
    35.75 months$
    0.0001
    
    
    8,888,888
    
    
    35.75 months32,888,888


On January 21, 2010, the Company issued a series of stock
purchase warrant agreements as follows:

i)      with twelve separate parties
for the purchase of 1,000,000 shares of common stock of the Company each
(12,000,000 shares total) at $0.15 per share exercisable at any time prior to
the termination date (or 36 months from the stock purchase warrant execution
date).

ii)     with twelve separate parties for
the purchase of 1,000,000 shares of common stock of the Company each (12,000,000
shares total) at $0.20 per share exercisable at any time prior to the
termination date (or 36 months from the stock purchase warrant execution date).

iii)    for the purchase of 8,888,888 shares of
common stock of the Company at $0.0001 per share exercisable at any time after
the first 24 months from the date of execution of the warrant and prior to the
termination date (or 36 months from the stock purchase warrant execution date).

- 15 -

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ITEM 5. OTHER INFORMATION (continued)

b)    Share Purchase Warrants (Continued)

The fair value of share purchase warrants, currently
exercisable and granted to secure future financings, is determined using the
Black-Scholes option-pricing model. This fair value amounted to $57,180. The
following weighted-average assumptions were used:

Expected dividend yield
    0%Estimated share price volatility
    120%Risk-free interest rate
    1.41%Expected life of warrants
    3 years


The Company has no stock option plan or other dilutive
securities.

ITEM 6.EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

|Exhibit |                                                                                                                                                          
|------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description                                                                                                                                              
|3.1     | Articles of
        Incorporation (filed as an exhibit to our Form SB-2 Registration Statement,
        filed on May 14, 2007)                           
|3.2     | Bylaws (filed as an exhibit
        to our Form SB-2 Registration Statement, filed on May 14, 2007)                                                      
|3.3     | Amended and
        Restated Bylaws (filed as an exhibit to our Quarterly Report on Form 10-QSB,
        filed on July 13, 2007)                         
|3.4     | Amended and Restated Articles
        (filed as an exhibit to our Annual Report on Form 10-K, filed on February
        10, 2010)                        
|3.5     | Amended and
        Restated Bylaws (filed as an exhibit to our Annual Report on Form 10-K,
        filed on February 10, 2010)                          
|14.1    | Code of Ethics (filed as an
        exhibit to our Annual Report on Form 10-KSB filed on February 13, 2008)                                              
|31.1*   | Certification
        of Chief Executive Officer and Chief Financial Officer pursuant to Section
        302 of the Sarbanes-Oxley Act of 2002           
|32.1*   | Certification
        of Chief Executive Officer and Chief Financial Officer pursuant Section
        906 Certifications under Sarbanes-Oxley Act of 2002
|99.1*   | Audit
        Committee Charter                                                                                                                          

* Filed herewith.

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                                       | 
|----- | -------------------------------------------------------- | 
|      | Daniel A. Carr                                           | 
|      | President, Treasurer, Chief Executive Officer            | 
|      | and Chief Financial Officer                              | 
|      | (Principal Executive Officer,
      Principal Accounting | 
|      | Officer and Principal Financial
      Officer)           | 
|      |                                                          | 
|Date: | March 22, 2010                                           | 

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