ALLTEMP, INC. - FORM 10-Q - December 15, 2010

Attached files

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EX-32.1 - CERTIFICATION - ALLTEMP, INC.	f10q101ex32i0_wikiloan.htm
EX-31.1 - CERTIFICATION - ALLTEMP, INC.	f10q1010ex31i_wikiloan.htm
EX-31.2 - CERTIFICATION - ALLTEMP, INC.	f10q1010ex31ii_wikiloan.htm
EX-32.2 - CERTIFICATION - ALLTEMP, INC.	f10q1010ex32ii_wikiloan.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, 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 October 31, 2010

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______to______.

WIKILOAN INC.

(Exact name of registrant as specified in Charter

DELAWARE		000-51879		58-1921737
(State or other jurisdiction of incorporation or organization)		(Commission File No.)		(IRS Employee Identification No.)

1093 Broxton Avenue Suite 210

Los Angeles, CA 90024

(Address of Principal Executive Offices)

_______________

(310) 443-9246

(Issuer Telephone number)

_______________

(Former Name or Former Address 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 Exchange Act during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2)has been subject to such filing requirements for the past 90 days.

Yes x No o

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 o No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act

(Check one):

Large Accelerated Filer o Accelerated Filer o Non-Accelerated Filer o Smaller Reporting Company x

Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act.

Yes o No x

State the number of shares outstanding of each of the issuer’s classes of common equity, as of December 15, 2010: 54,804,758 shares of Common Stock.

WIKILOAN INC.

FORM 10-Q

October 31, 2010

INDEX

PART I—FINANCIAL INFORMATION

Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition	11
Item 3	Quantitative and Qualitative Disclosures About Market Risk	15
Item 4T.	Control and Procedures	15

PART II—OTHER INFORMATION

Item 1	Legal Proceedings	16
Item 1A	Risk Factors	16
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	16
Item 3.	Defaults Upon Senior Securities	16
Item 4.	Removed and Reserved	16
Item 5.	Other Information	16
Item 6.	Exhibits	16

SIGNATURE

Item 1. Financial Information

WikiLoan, Inc.
Condensed Balance Sheets
October 31, 2010 (Unaudited) and January 31, 2010

	October 31,			January 31,
	2010			2010
Assets
Current assets
Cash and cash equivalents	$	50,311		$	28,460
Prepaid consulting fees		629,877			-
Total current assets		680,188			28,460
Property and equipment
Office equipment		5,297			5,297
Computer equipment		3,010			3,010
Total property and equipment		8,307			8,307
Accumulated depreciation		(8,307	)		(8,307	)
Property and equipment, net		-			-
Other assets
Domain names		25,042			25,042
Software development costs		13,317			47,361
Deferred payment processing costs		130,000			-
SDI distribution agreement		157,000			-
Total other assets		325,359			72,403
Total assets	$	1,005,547		$	100,863

Liabilities and Shareholders' Deficit
Liabilities
Line of credit	$	-		$	100,000
Accounts payable		60,000			-
Accrued interest		31,750			49,928
Derivative liabilities		1,397,518			203,826
Convertible notes payable		442,734			242,577
Total liabilities		1,932,002			596,331
Stockholders' equity (deficit)
Preferred stock - par value $0.01; 10,000,000 shares authorized;
none issued and outstanding		-			-
Common stock; par value $0.001; 70,000,000 shares authorized;
54,804,758 and 51,575,000 shares issued and outstanding, respectively		56,925			51,575
Additional paid-in capital		6,697,486			5,338,571
Accumulated deficit		(7,680,866	)		(5,885,614	)
Total stockholders' deficit		(926,455	)		(495,468	)
Total liabilities and stockholders' equity	$	1,005,547		$	100,863

WikiLoan, Inc.
Condensed Statements of Operations
For the Three Months Ended October 31, 2010 and 2009 (Unaudited)

	Three Months Ended Oct. 31,
	2010			2009

Revenues	$	339		$	1,631

Operating expenses
Selling, general and administrative expenses		1,330,083			129,333
Research and development costs		-			14,850
Total operating expenses		1,330,083			144,183

Income (loss) from operations		(1,329,744	)		(142,552	)

Other income (expense)
Gain (loss) on derivative liabilities		103,769			(50,672	)
Gain on sale of domain names		-			33,667
Interest expense		(86,951	)		(52,265	)
Total other income (expense)		16,818			(69,270	)

Income (loss) before provision for income taxes		(1,312,926	)		(211,822	)

Provision for income taxes		-			-

Net income (loss)		(1,312,926	)		(211,822	)

Unrealized gain (loss) on marketable securities		-			-

Comprehensive income (loss)	$	(1,312,926	)	$	(211,822	)

Basic and fully diluted earnings (loss) per common share:
Earnings (loss) per common share	$	(0.024	)	$	(0.004	)
Basic and fully diluted weighted average common shares outstanding		54,805,758			50,191,848

WikiLoan, Inc.
Condensed Statements of Operations
For the Nine Months Ended October 31, 2010 and 2009 (Unaudited)

	Nine Months Ended Oct. 31,
	2010			2009

Revenues	$	991		$	1,631

Operating expenses
Selling, general and administrative expenses		1,597,694			269,311
Research and development costs		-			14,850
Total operating expenses		1,597,694			284,161

Income (loss) from operations		(1,596,703	)		(282,530	)

Other income (expense)
Gain (loss) on derivative liabilities		38,069			(7,578	)
Gain on sale of domain names		-			33,667
Interest expense		(236,618	)		(177,023	)
Total other income (expense)		(198,549	)		(150,934	)

Income (loss) before provision for income taxes		(1,795,252	)		(433,464	)

Provision for income taxes		-			-

Net income (loss)		(1,795,252	)		(433,464	)

Unrealized gain on marketable securities		-			-

Comprehensive income (loss)	$	(1,795,252	)	$	(433,464	)

Basic and fully diluted earnings (loss) per common share:
Earnings (loss) per common share	$	(0.033	)	$	(0.009	)
Basic and fully diluted weighted average common shares outstanding		54,209,906			49,733,150

WikiLoan, Inc.
Condensed Statements of Cash Flows
For the Nine Months Ended October 31, 2010 and 2009 (Unaudited)

	Nine Months Ended Oct. 31,
	2010			2009

Cash Flows Provided From (Used By) Operating Activities
Net income (loss)	$	(1,795,252	)	$	(433,464	)
Adjustments to reconcile net income (loss) to net cash
provided from (used by) operating activities:
Depreciation and amortization		54,044			35,303
(Gain) loss on derivative liabilities		(38,069	)		7,578
Amortization of debt discount		211,353			145,550
Gain on sale of domain names		-			(33,667	)
(Increase) decrease in prepaid expenses		569,877			-
Increase (decrease) in derviative liabilities		-
Increase (decrease) in accrued interest		31,898			27,890
Increase (decrease) in related party payables		-			35,250
Increase (decrease in accounts payable		60,000			-
Net cash provided from (used by) operating activities		(906,149	)		(215,560	)

Cash Flows Provided From (Used By) Investing Activities
Purchase of Domain Names		-			(3,375	)
Net cash provided from (used by) investing activities		-			(3,375	)

Cash Flows Provided From (Used By) Financing Activities
Repayments of line of credit		(100,000	)		-
Common stock issued for services		653,000			-
Proceeds from issuance of convertible debt		375,000			200,000
Net cash provided from (used by) financing activities		928,000			200,000

Net increase (decrease) in cash and cash equivalents		21,851			(18,935	)

Cash and cash equivalents, beginning of period		28,460			72,060

Cash and cash equivalents, end of period	$	50,311		$	53,125

Supplemental disclosure
Interest paid during the period	$	3,367		$	3,583
Noncash transactions:
Conversion of convertible debt into common stock	$	212,000		$	-
Conversion of accrued interest into common stock	$	50,076		$	-
Common stock issued for SDI agreement	$	157,000		$	-

WikiLoan, Inc.

Notes to Condensed Financial Statements

October 31, 2010

1.	Basis of Presentation

The accompanying unaudited condensed financial statements of WikiLoan, Inc., formerly known as Swap-A-Debt, Inc. , ( referred to as the "Company") have been prepared in accordance with accounting principles generally accepted in the United States of America, pursuant to the rules and regulations of the Securities and Exchange Commission. These financial statements do not include all information and notes required by accounting principles generally accepted in the United States of America for complete financial statements. It is recommended that these interim unaudited condensed consolidated financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2010.

In the opinion of management, all adjustments (consisting only of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine month periods ended October 31, 2010 is not necessarily indicative of the results which may be expected for any other interim periods or for the year ending January 31, 2011.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

2.	Going Concern Uncertainty

The Company has had no significant revenue or significant assets since 2005. At October 31, 2010 and January 31, 2010, the Company had accumulated losses of $7,680,866, and $5,643,211, respectively. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amount of liabilities that might be necessary should the Company be unable to continue as a going concern.

The Company’s continued existence is dependent upon its ability to generate sufficient cash flows from operations to support its daily operations as well as provide sufficient resources to retire existing liabilities and obligations on a timely basis.

It is the intent of management and significant stockholders to provide sufficient working capital necessary to support and preserve the integrity of the corporate entity. However, no formal commitments or arrangements to advance or loan funds to the Company or repay any such advances or loans exist.

3.	Line of Credit

On June 13, 2006, the Company was approved for a line of credit agreement with a bank for $100,000. The line of credit bears interest at Prime, as defined in the agreement, with interest payments due monthly. The line of credit is personally guaranteed by the Company’s President. The line of credit was repaid in full during the quarter ended October 31, 2010.

WikiLoan, Inc.

Notes to Condensed Financial Statements

October 31, 2010

4.	Convertible Notes Payable

Convertible notes payable consist of the following at October 31, 2010 and January 31, 2010:

	Oct. 31, 2010		Jan. 31, 2010
Convertible note payable to an individual dated August 29, 2008,
interest at 12%, due on or before August 29, 2010, convertible
into shares of common stock at a conversion price equal to
the 10 day average closing price multiplied by 0.80	$	-	$	102,000
Convertible note payable to an individual dated March 23, 2010,
interest at 12%, due on or before Sept. 23, 2010, convertible
into shares of common stock at a conversion price equal to
the 10 day average closing price multiplied by 0.75		150,000		-
Convertible note payable to an individual dated May 27, 2010,
interest at 12%, due on or before Nov. 27, 2010, convertible
into shares of common stock at a conversion price equal to
the 10 day average closing price multiplied by 0.75		75,000		-
Convertible note payable to an individual dated May 12, 2009,
interest at 12%, due on or before May 12, 2010, convertible
into shares of common stock at a conversion price equal to
the 10 day average closing price multiplied by 0.80		-		50,000
Convertible note payable to an individual dated July, 28, 2009,
interest at 12%, due on or before July 28, 2010, convertible
into shares of common stock at a conversion price equal to
the 10 day average closing price multiplied by 0.80		-		50,000
Convertible note payable to an individual dated Sept. 16, 2009,
interest at 12%, due on or before Jan. 16, 2011, convertible
into shares of common stock at a conversion price equal to
the 10 day average closing price multiplied by 0.75		15,000		15,000
Convertible note payable to an individual dated Sept. 28, 2009
interest at 12%, due on or before Sept. 28, 2010, convertible
into shares of common stock at a conversion price equal to
the 10 day average closing price multiplied by 0.80		85,000		85,000
Convertible note payable to an individual dated October 26, 2010
interest at 12%, due on or before April 26, 2011, convertible
into shares of common stock at a conversion price equal to
the 10 day average closing price multiplied by 0.75		150,000		-
Convertible note payable to an individual dated Jan. 21, 2010,
Interest at 12%, due on or before July 21, 2010, convertible
Into shares of common stock at a conversion price equal to
The 10 day average closing price multiplied by 0.75		50,000		50,000

Total	$	525,000	$	352,000

WikiLoan, Inc.

Notes to Condensed Financial Statements

October 31, 2010

As each of the convertible note agreements above contain options to convert the outstanding balance into shares of the Company’s common stock, we evaluated these agreement pursuant to ASC 815-15 and due to there being no minimum or fixed conversion price resulting in an indeterminate number of shares to be issued in the future, the Company determined an embedded derivative existed and ASC 815-15 applied.

The Company has elected to value the derivative instruments separately at the fair value on the issuance date using the Black-Scholes valuation model and bifurcate the instrument. The derivative instruments were subsequently remeasured at October 31, 2010. The Company estimated the fair value of the derivative using the Black-Scholes valuation method with assumptions including: (1) term of 1year or less; (2) a computed volatility rate from 166% to 242 % (3) a discount rate of .17 to .44% and (4) zero dividends. The discount is being amortized over the life of the note using the effective interest method.

At October 31, 2010, derivative liabilities and respective gains or losses on derivatives consisted of the following:

			Gain (loss)
	Derivative		on Derivative
	Liability		at 10/31/10
August 29, 2008 note	$	-	$	(33,712	)
October 26, 2010 note		73,945		-
Sept. 16, 2009 note		5,285		2,370
Sept. 28, 2009 note		26,911		16,465
January 21, 2009 note		17,618		7,898
March 23, 2010 note		52,853		16,294
May 27, 2010 note		21,152		28,754
Warrants		1,199,754		-
	$	1,397,518	$	38,069

At October 31, 2010, unamortized discount and respective amortization to interest expense consisted of the following:

			Fiscal 2011
	Unamortized		Amortization
	Discount		of Discount
August 29, 2008 note	$	-	$	-
October 26, 2010 note		73,945		-
Sept. 16, 2009 note		-		6,854
Sept. 28, 2009 note		-		38,840
January 21, 2009 note		-		25,516
March 23, 2010 note		-		69,147
May 27, 2010 note		8,321		41,585
	$	82,266	$	181,942

WikiLoan, Inc.

Notes to Condensed Financial Statements

October 31, 2010

On March 1, 2010, the Company received a conversion notice on the August 29, 2008 convertible note agreement to convert the outstanding principal and accrued interest aggregating $142,960 into 1,250,000 common shares.

On March 5, 2010, the Company issued a short-term convertible promissory note for 10,000. The note accrues interest at 12% per annum and is due on or before September 5, 2010. The note is convertible into common shares of the Company at a conversion rate equal to 75% of the average closing price of the common stock ten trading days prior to the conversion notice. On March 12, 2010, the Company received a conversion notice on this convertible note agreement to convert the outstanding principal into 40,404 common shares.

In June 2010, the Company received written notice from the September 16, 2009 convertible note holder to extend the note agreement for an additional three months. The due date is September 16, 2010, and no other terms or conditions were changed.

On March 23, 2010, the Company issued a short-term convertible promissory note for $150,000. The note accrues interest at 12% per annum and is due on or before September 23, 2010. The note is convertible into common shares of the Company at a conversion rate equal to 75% of the average closing price of the common stock ten trading days prior to the conversion notice.

On April 9, 2010, the Company received conversion notices on the May 12, 2009 and July 28, 2009 convertible note agreements to convert the outstanding principal and accrued interest aggregating $109,116 into 839,354 common shares.

On May 27, 2010, the Company issued a short-term convertible promissory note for $75,000. The note accrues interest at 12% per annum and is due on or before November 27, 2010. The note is convertible into common shares of the Company at a conversion rate equal to 75% of the average closing price of the common stock ten trading days prior to the conversion notice.

On October 26, 2010, the Company issued a short-term convertible promissory note for $150,000. The note accrues interest at 12% per annum and is due on or before April 26, 2011. The note is convertible into common shares of the Company at a conversion rate equal to 75% of the average closing price of the common stock ten trading days prior to the conversion notice.

At October 31, 2010 and January 31, 2010, the Company had accrued interest of $31,750 and $49,928, respectively, under these convertible note agreements.

5.	Key Operating Officers

At April 30, 2010, the Company had two officers. This puts the Company at a high degree of risk if they were no longer able to function in that capacity.

6.	Common stock transactions

On February 10, 2010, the Company issued 500,000 common shares to SDI upon execution of the agreement and issuance of a press release. The Company valued the shares issued at $110,000, based on the closing price of the Company’s common stock on February 10, 2010.

On March 2, 2010, the Company issued an aggregate of 600,000 common shares to two payment processors for five year payment processing fee agreements. The Company valued the shares issued at $150,000, based on the average closing price of the Company’s common stock immediately prior to the agreements, and will expense this amount over the life of the agreements. For the quarter ended April 30, 2010, the Company expensed $5,000 under these agreements.

WikiLoan, Inc.

Notes to Condensed Financial Statements

October 31, 2010

On March 12, 2010, the Company received a conversion notice on the March 5, 2010 convertible note agreement to convert the outstanding principal of $10,000 into 40,404 common shares.

On August 2, 2010, and in conjunction with a six month Advisory Agreement, the Company issued 2 warrants to purchase an aggregate of 6,000,000 common shares (3,000,000 shares per warrant) of the Company. The warrants contain an exercise price of $0.001 per share, a cashless exercise provision, and a term of five years. The second warrant is not issuable by the Company until satisfaction of certain events by the advisor. The value of the options was computed using the Black Scholes pricing model using the following input values and assumption: (1) Stock price: the closing price on the day previous to the grant date; (2) warrant exercise price of $0.001; (3) volatility of 242%; (4) discount rate of 0.17%; (5) term of 5 years and (6) a zero dividend rate. The value of the first warrant was $1,199,754, and is being amortized over the life of the agreement. The amount of expense recognized during the quarter ended October 31, 2010 in connection with these warrants was $629,877 and is included in general and administrative expenses.

On October 13, 2010, the Company issued 2,000,000 common shares to a consulting firm for services rendered. The company valued the services at $648,000 based on the closing stock price at the date of issuance.

On October 13, 2010, the Company issued 20,000 common shares for services rendered. The company valued the services at $5,000.

On October 13, 2010, the Company issued 100,000 common shares to SDI upon execution of an agreement to provide distribution services to the Company. The Company valued the shares issued at $47,000, based on the closing price of the Company’s common stock at the date of issuance.

7.	Basic and Diluted Earnings (Loss) Per Common Share

Basic and diluted earnings (loss) per share for the three months ended October 31, 2010 and 2009 were computed using 54,804,758 and 50,191,848 weighted average common shares outstanding, respectively. Basic and diluted earnings (loss) per share for the nine months ended October 31, 2010 and 2009 were computed using 54,209,906 and 49,733,150 weighted average common shares outstanding, respectively. The Company did not include potentially dilutive shares issued or outstanding as the effect of those shares would have resulted in an ant dilutive effect.

WikiLoan, Inc.

Notes to Condensed Financial Statements

October 31, 2010

8.	SDI Agreement

On February 10, 2010, the Company entered into Development and Distribution Agreement (“the Agreement”) with SDI Distributors NJ, Inc. (“SDI”) for the development and distribution of a phone card/cash equivalent card branded in a “Wiki” financial name. SDI may purchase up to five million phone card/cash equivalent cards from the Company and distribute the cards through SDI’s distribution chain. The Company has agreed to issue up to 5,500,000 common shares of the Company as consideration for the Agreement, with 500,000 common shares due upon execution of this agreement and issuance of a press release. Subsequent issuance of common shares of the Company will be delivered on a quarterly basis upon performance.

Effective February 10, 2010, the Company issued 500,000 common shares to SDI upon execution of the agreement and issuance of a press release. The Company valued the shares issued at $110,000, based on the closing price of the Company’s common stock on February 10, 2010.

This agreement was subsequently terminated and a new distribution agreement was entered into on October 13, 2010.

On October 13, 2010, the Company issued 100,000 common shares to SDI upon execution of a distribution agreement to provide distribution services to the Company. The Company valued the shares issued at $47,000, based on the closing price of the Company’s common stock at the date of issuance.

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.

Our business

WikiLoan is a website that provides tools for person-to-person borrowing and lending. People can use the tools on the website to borrow and lend money ($500 to $25,000) among themselves at rates that make sense to all parties. WikiLoan provides management tools that allow Borrowers and Lenders to manage the process by: providing loan documentation, promissory notes, repayment schedules, email reminders, online account access, and online repayment.

Peer-to-peer lending is one of the fastest growing sectors of the financial services industry. While the market for such lending is currently relatively small, and with only approximately $650 million borrowed and lent during all of 2007, the market is already experiencing significant growth and is projected to boom over the coming years reaching nearly $6 billion in loans by 2010.

While the popularity and the ubiquity of the Internet are certainly major factors driving the peer-to-peer lending market forward, there are also very clearly major macro and micro economic factors propelling this business forward. As a result of an overheated housing sector, and other economic factors, financial institutions have significantly tightened credit standards making it difficult for many consumers to acquire non-collateralized personal loans. Such loans that are available have become considerably more expensive over the past year. These financial market conditions have created an opportunity for individual lenders to step in and fill the small loan lending gap, fuelling the current hyper-growth we are currently experiencing in the peer-to-peer lending market.

Peer-to-peer lending offers significant benefits to both borrowers and lenders. Through peer-to-peer lending borrowers are able to access funds at rates that typically range from 10% to 16%, which compare very favorably to credit card advances, which are often over 25% annually or short-term consumer loans, which are often made at over 100% interest per year. Peer to peer lenders also realize significant potential benefits. Compared to the estimated return typically earned on cash deposits, which can range from 2% and below, peer-to-peer lending offers lenders a chance to participate in investment opportunities with much higher returns. Peer-to-peer lending also offers socially positive benefits to lenders that many find attractive.

Via our website, we provide screening and credit checks on borrowers and allow lenders to select the types of borrowers they wish to consider for loans. The process of credit, background and identity checks, processing of the loan applications, the matching of borrowers and lenders, the tracking of loan payments, and other related functions are handled on a completely automated basis allowing us to incur extremely low overhead costs, likely resulting in meaningful operating margins.

Borrowers pay a $49 "Borrower Application Fee". Lenders pay 1/12th of 1% per month of the outstanding principal balance of the loan as a "Lender Administration Fee". Users of the website will also pay a $0.99 "EFT/ACH Transfer Fee" for all ACH transactions. While these fees constitute the initial revenue model, we believe it is highly likely the company will develop additional revenue streams in the very near future with website advertising, credit card and auto loan origination and/or referral fees likely showing the most realistic near-term potentials.

We had $991 revenues during the nine months ended October 31, 2010 and$1,631 revenues during the nine months ended October 31, 2009. Our expenses during that time incurred general and administrative expenses in the amount of $1,597,694 and $269,311, respectively. These expenses occurred developing our Web technology and establishing the necessary infrastructure to launch our services. Our auditors have raised substantial doubt as to our ability to continue as a “Going Concern” as we have generated $2,792 in revenue since 2005 and at October 31, 2010 and January 31, 2010, the Company had accumulated losses of $7,680,866 and $5,885,614, respectively. Our continued existence is dependent on our ability to generate sufficient cash flow from operations to support our daily operations, as well as, to provide sufficient resources to retire existing liabilities and obligations on a timely basis.

PLAN OF OPERATION

During the next twelve months, we expect to take the following steps in connection with the further development of our business and the implementation of our plan of operations:

1)	We plan to remain compliant to facilitate consumer loans in all 50 states and obtain licenses where required;

2)	We will establish a marketing relationship with a Search Engine Optimization company to give us maximum Web exposure;

3)	We will also continue to establish and maintain our relationships with realtors, accountants, attorneys, etc they can help to send us business; and

4)	We will continue to pursue a major funding through a hedge fund or broker dealer to enable us to accelerate our business plan.

Over the next 12 months, we anticipate our expenses could range from $300,000 to $3,600,000, depending upon financing and the acceleration of our business plan.

If we do not obtain additional funding, we will continue to operate on a reduced budget until such time as more capital is raised. Under this reduced budget, our expenses may be $300,000 for the next 12 months.

If we obtain a large financing in the future, we would accelerate our business plan and hire up to 9 more staff members, increase our office space and operations, and increase our advertising and marketing budget, all of which would directly affect the performance of the company.

RESULTS OF OPERATIONS

As of the quarter ended October 31, 2010, we had cash on hand of $50,311 and our total assets were $1,005,547. Our total liabilities consisted of an accounts payable in the amount of $60,000, accrued interest of $31,750, derivative liabilities related to convertible debts and outstanding warrants of $1,397,518short-term convertible notes payable, net of discounts aggregating $442,734, with $150,000 due on September 23, 2010, $50,000 due on July 21, 2010, $15,000 due on January 16, 2011, $75,000 due on November 27, 2010, $85,000 due on September 28, 2010, and $150,000 due on April 26, 2011. With the continued losses and a resulting accumulated deficit of $7,680,866, we have $926,455 in shareholder’s deficit. We are currently operating at a loss and we have a net loss of $1,795,252 for the nine months ended October 31, 2010. Our auditor has expressed doubt as to whether we will be able to continue to operate as a “going concern” due to the fact that the company has not had significant revenue since 2005 and will need to raise capital to further its operations. We do not expect to be able to satisfy our cash requirements to continue to operate over the next twelve months unless we obtain additional funding or our revenues significantly improve. If the market does not begin to improve, we will need to raise additional funds to continue to operate as a “going concern.” There is no guarantee that we will be able to raise additional funds and if we are unsuccessful in raising the funds, we may be forced to close our business operations.

Over the next twelve months, we do not plan to purchase or sell any product or significant equipment. We do not own any products or equipment and we do not rely on any equipment or expensive product to operate in the Person-to-Person Lending Market. Therefore, it is not anticipated that we would have any significant cost associated with a new product or service.

LIQUIDITY AND CAPITAL RESOURCES

As of October 31, 2010, we had cash of $50,311. However, due to the current instability of the credit market and our limited history with limited revenue, we will require additional funds to continue to operate. We will continue to operate on a reduced budget until such time as more capital is raised. We have no written agreement with Management to legally insure that they will provide the funding for our operations. Although we have no commitments for capital, we may raise additional funds through:

-	public offerings of equity, securities convertible into equity or debt,

-	private offerings of securities or debt, or other sources.

As to the following serious conditions:

1)	As of October 31, 2010, we had cash of $50,311;

2)	We received an aggregate of $375,000 from the sale of three promissory notes in fiscal 2010;

3)	Our auditor has determined that based on our financial condition there is substantial doubt as to whether we can continue to operate as a going concern.

At October 31, 2010 and January 31, 2010, the Company had accrued interest of $31,750 and $49,928, respectively, under these convertible note agreements.

At this time, we have not identified any sources of additional financing. Upon developing an active trading market for our common stock we intend to seek additional sources of financing through hedge funds and/or licensed broker-dealers. However, given our precarious financial condition and our lack of business, a liquid trading market may not develop in the foreseeable future.

We have no written agreement with our management to legally insure that they will provide the funding for our operations. Although we have no commitments for capital, we may attempt to raise additional funds through public offerings of equity, securities convertible into equity or debt, and private offerings of securities or debt, as our previous efforts raised $1,475,000. Given our history of raising money, there is no guarantee that we will be successful in obtaining funds through public or private offerings in order to fund our operations. Our investors should assume that any additional funding may cause substantial dilution to current stockholders. In addition, we may not be able to raise additional funds on favorable terms, if at all.

To date, we have been able to secure $1,475,000 that we raised through two convertible promissory notes in January 2008 for $300,000 each, one convertible promissory note for $250,000 in August 2008, two convertible promissory notes for $50,000 each in May and July 2009, two convertible promissory notes for $15,000 and $85,000 in September 2009, one convertible promissory note for $50,000 in January 2010one convertible promissory note for $75,000 in May 2010, and one convertible promissory note for $150,000 in October 2010. We may also rely on sources to borrow funds in the form of loans.

Even if we do not raise additional capital, we believe that we may be able to continue operations for twelve months based on the funding currently provided and revenues that we anticipate generating in the near future. Our investors should assume that any additional funding may cause substantial dilution to current stockholders. In addition, we may not be able to raise additional funds on favorable terms, if at all.

Off Balance Sheet Arrangements

Under SEC regulations, we are required to disclose our off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, such as changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. An off-balance sheet arrangement means a transaction, agreement or contractual arrangement to which any entity that is not consolidated with us is a party, under which we have:

	-	Any obligation under certain guarantee contracts;

	-	Any retained or contingent interest in assets transferred to an unconsolidated entity or similar arrangement that serves as credit, liquidity or market risk support to that entity for such assets;

	-	Any obligation under a contract that would be accounted for as a derivative instrument, except that it is both indexed to our stock and classified in stockholder’s equity in our statement of financial position; and

	-	Any obligation arising out of a material variable interest held by us in an unconsolidated entity that provides financing, liquidity, market risk or credit risk support to us, or engages in leasing, hedging or research and development services with us.

We do not have any off-balance sheet arrangements that we are required to disclose pursuant to these regulations. In the ordinary course of business, we enter into operating lease commitments, purchase commitments and other contractual obligations. These transactions are recognized in our financial statements in accordance with generally accepted accounting principles in the United States.

We do not have any off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as “special purpose entities” (SPEs).

Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

A summary of significant accounting policies is included in Note 4 to the audited financial statements for the year ended January 31, 2010. Management believes that the application of these policies on a consistent basis enables us to provide useful and reliable financial information about our Company's operating results and financial condition.

Recently Issued Accounting Pronouncements

In October 2009, the FASB issued an amendment to the accounting standards related to certain revenue arrangements that include software elements. This standard clarifies the existing accounting guidance such that tangible products that contain both software and non-software components that function together to deliver the product’s essential functionality, shall be excluded from the scope of the software revenue recognition accounting standards. Accordingly, sales of these products may fall within the scope of other revenue recognition standards or may now be within the scope of this standard and may require an allocation of the arrangement consideration for each element of the arrangement. This standard, for which the Company is currently assessing the impact, will become effective for the Company on January 1, 2011.

We do not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The Company is subject to certain market risks, including changes in interest rates and currency exchange rates. The Company does not undertake any specific actions to limit those exposures.

Item 4T. Controls and Procedures

(a) Evaluation of Disclosure Controls. Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) (the Company’s principal financial and accounting officer), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

(b) Changes in internal control over financial reporting. There have been no changes in our internal control over financial reporting that occurred during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

Item 1A. Risk Factors.

None

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. (Removed and Reserved)

Item 5. Other Information.

None

Item 6. Exhibits

(a) Exhibits

31.1 Certifications pursuant to Section 302 of Sarbanes Oxley Act of 2002

31.2 Certifications pursuant to Section 302 of Sarbanes Oxley Act of 2002

32.1 Certifications pursuant to Section 906 of Sarbanes Oxley Act of 2002

32.2 Certifications pursuant to Section 906 of Sarbanes Oxley Act of 2002

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	WIKILOAN INC.

Date: December 15, 2010	By:	/s/ Edward C. DeFeudis
		Edward C. DeFeudis
		President, Chief Financial Officer, Principal Accounting Officer and Chairman of the Board

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