Attached files
| file | filename |
|---|---|
| EXCEL - IDEA: XBRL DOCUMENT - ALLTEMP, INC. | Financial_Report.xls |
| EX-31.2 - CERTIFICATION - ALLTEMP, INC. | f10q1011ex31ii_wikiloan.htm |
| EX-31.1 - CERTIFICATION - ALLTEMP, INC. | f10q1011ex31i_wikiloan.htm |
| EX-32.2 - CERTIFICATION - ALLTEMP, INC. | f10q1011ex32ii_wikiloan.htm |
| EX-32.1 - CERTIFICATION - ALLTEMP, INC. | f10q1011ex32i_wikiloan.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
FORM 10-Q
_______________
(Mark One)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended October 31, 2011
or
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______to______.
Commission File Number: 033-26828
WIKILOAN INC.
(Exact name of registrant as specified in its charter)
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DELAWARE
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58-1921737
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||
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employee Identification No.)
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1093 Broxton Avenue Suite 210
Los Angeles, CA 90024
(Address of principal executive offices) (Zip Code)
_______________
(310) 443-9246
(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 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 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).
Yesx 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. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer o Accelerated Filer o Non-Accelerated Filer o (Do not check if a smaller reporting company) Smaller Reporting Company x
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o No x
Indicate the number of shares outstanding of each of the issuer’s classes of common stock: As of December 15, 2011, there are 53,080,493 shares of Common Stock issued and outstanding.
WIKILOAN INC.
FORM 10-Q
October 31, 2011
INDEX
PART I—FINANCIAL INFORMATION
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Item 1.
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Financial Statements
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1
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Item 2.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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8
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Item 3
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Quantitative and Qualitative Disclosures About Market Risk
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11
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Item 4.
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Control and Procedures
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11
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PART II—OTHER INFORMATION
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Item 1
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Legal Proceedings
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12
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Item 1A
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Risk Factors
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12
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Item 2.
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Unregistered Sales of Equity Securities and Use of Proceeds
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12
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Item 3.
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Defaults Upon Senior Securities
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12
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Item 4.
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(Removed and Reserved)
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12
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Item 5.
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Other Information
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12
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Item 6.
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Exhibits
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12
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SIGNATURES
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
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WikiLoan, Inc.
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||||||||
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Condensed Balance Sheets
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||||||||
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October 31, 2011 (Unaudited) and January 31, 2011
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||||||||
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Oct. 31,
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January 31,
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|||||||
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2011
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2011
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|||||||
| Assets | ||||||||
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Current assets
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||||||||
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Cash and cash equivalents
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$ | 33,189 | $ | 35,631 | ||||
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Accounts receivable
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- | 196,485 | ||||||
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Prepaid consulting fees
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11,724 | 64,488 | ||||||
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Total current assets
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44,913 | 296,604 | ||||||
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Property and equipment, net
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- | - | ||||||
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Other assets
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||||||||
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Domain names
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25,042 | 25,042 | ||||||
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Software development costs
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3,267 | 1,969 | ||||||
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Deferred payment processing costs
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100,000 | 122,500 | ||||||
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SDI distribution agreement
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- | 51,000 | ||||||
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Total other assets
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128,309 | 200,511 | ||||||
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Total assets
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$ | 173,222 | $ | 497,115 | ||||
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Liabilities and Shareholders' Deficit
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||||||||
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Liabilities
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||||||||
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Accounts payable
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$ | - | $ | 256,485 | ||||
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Accrued interest
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27,332 | 40,750 | ||||||
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Derivative liability
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172,840 | 1,914,672 | ||||||
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Convertible notes payable, net of discount
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260,000 | 413,028 | ||||||
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Total liabilities
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460,172 | 2,624,935 | ||||||
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Stockholders' equity (deficit)
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||||||||
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Preferred stock - par value $0.01; 10,000,000 shares authorized;
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||||||||
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none issued and outstanding
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- | - | ||||||
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Common stock; par value $0.001; 150,000,000 shares authorized;
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||||||||
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53,080,493 and 57,434,568 shares issued and outstanding, respectively
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60,731 | 57,435 | ||||||
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Additional paid-in capital
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8,783,858 | 6,860,256 | ||||||
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Accumulated deficit
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(9,121,701 | ) | (9,035,673 | ) | ||||
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Treasury stock, 9,837,500 common shares, at cost
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(9,838 | ) | (9,838 | ) | ||||
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Total stockholders' deficit
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(286,950 | ) | (2,127,820 | ) | ||||
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Total liabilities and stockholders' equity
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$ | 173,222 | $ | 497,115 | ||||
The accompanying notes are an integral part of these financial statements.
1
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WikiLoan, Inc.
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||||||||
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Condensed Statements of Operations
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||||||||
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For the Three Months Ended October 31, 2011 and 2010 (Unaudited)
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||||||||
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October 31,
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||||||||
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2011
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2010
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|||||||
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Revenues
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$ | 643 | $ | 339 | ||||
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Operating expenses
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||||||||
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Selling, general and administrative expenses
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156,260 | 1,330,083 | ||||||
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Research and development costs
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- | - | ||||||
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Total operating expenses
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156,260 | 1,330,083 | ||||||
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Income (loss) from operations
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(155,617 | ) | (1,329,744 | ) | ||||
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Other income (expense)
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||||||||
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Derivative gain (loss)
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(32,800 | ) | 103,769 | |||||
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Interest expense
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(41,918 | ) | (86,951 | ) | ||||
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Total other income (expense)
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(74,718 | ) | 16,818 | |||||
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Income (loss) before provision for income taxes
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(230,335 | ) | (1,312,926 | ) | ||||
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Provision for income taxes
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- | - | ||||||
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Net income (loss)
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$ | (230,335 | ) | $ | (1,312,926 | ) | ||
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Basic and fully diluted earnings (loss) per common share:
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||||||||
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Earnings (loss) per common share
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$ | (0.00 | ) | $ | (0.02 | ) | ||
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Basic and fully diluted weighted average common shares outstanding
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70,005,531 | 54,805,758 | ||||||
The accompanying notes are an integral part of these financial statements.
2
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WikiLoan, Inc. (fka Swap-A-Debt, Inc.)
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||||||||
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Condensed Statements of Operations
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||||||||
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For the Nine Months Ended October 31, 2011 and 2010 (Unaudited)
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||||||||
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Nine Months Ended Oct. 31,
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||||||||
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2011
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2010
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|||||||
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Revenues
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$ | 1,052 | $ | 991 | ||||
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Operating expenses
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||||||||
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Selling, general and administrative expenses
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464,649 | 1,597,694 | ||||||
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Research and development costs
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- | - | ||||||
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Total operating expenses
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464,649 | 1,597,694 | ||||||
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Income (loss) from operations
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(463,597 | ) | (1,596,703 | ) | ||||
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Other income (expense)
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||||||||
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Gain (loss) on derivative liabilities
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516,115 | 38,069 | ||||||
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Interest expense
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(138,546 | ) | (236,618 | ) | ||||
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Total other income (expense)
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377,569 | (198,549 | ) | |||||
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Income (loss) before provision for income taxes
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(86,028 | ) | (1,795,252 | ) | ||||
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Provision for income taxes
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- | - | ||||||
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Net income (loss)
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$ | (86,028 | ) | $ | (1,795,252 | ) | ||
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Basic and fully diluted earnings (loss) per common share:
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||||||||
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Earnings (loss) per common share
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$ | (0.00 | ) | $ | (0.03 | ) | ||
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Basic and fully diluted weighted average common shares outstanding
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64,773,934 | 54,209,906 | ||||||
The accompanying notes are an integral part of these financial statements.
3
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WikiLoan, Inc.
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Condensed Statements of Cash Flows
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||||||||
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For the Nine Months Ended October 31, 2011 and 2010 (Unaudited)
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||||||||
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October 31,
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||||||||
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2011
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2010
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|||||||
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Cash Flows Provided From (Used By) Operating Activities
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||||||||
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Net income (loss)
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$ | (86,028 | ) | $ | (1,795,252 | ) | ||
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Adjustments to reconcile net income (loss) to net cash
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||||||||
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provided from (used by) operating activities:
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||||||||
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Common stock issued for services
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141,000 | 653,000 | ||||||
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(Gain) loss on derivative liabilities
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(516,115 | ) | (38,069 | ) | ||||
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Amortization of debt discount
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102,354 | 211,353 | ||||||
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Depreciation and amortization
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89,991 | 54,044 | ||||||
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(Increase) decrease in accounts receivable
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196,485 | - | ||||||
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(Increase) decrease in prepaid consulting
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52,764 | 569,877 | ||||||
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Increase (decrease) in accounts payable
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(256,485 | ) | 60,000 | |||||
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Increase (decrease) in accrued interest
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33,492 | 31,898 | ||||||
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Net cash provided from (used by) operating activities
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(242,542 | ) | (253,149 | ) | ||||
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Cash Flows Provided From (Used By) Investing Activities
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||||||||
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Investment in software development
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(4,900 | ) | - | |||||
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Net cash provided from (used by) investing activities
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(4,900 | ) | - | |||||
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Cash Flows Provided From (Used By) Financing Activities
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||||||||
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Repayments of line of credit
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- | (100,000 | ) | |||||
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Proceeds from issuance of convertible notes
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260,000 | 375,000 | ||||||
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Repayments of convertible notes
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(15,000 | ) | - | |||||
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Net cash provided from (used by) financing activities
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245,000 | 275,000 | ||||||
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Net increase (decrease) in cash and cash equivalents
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(2,442 | ) | 21,851 | |||||
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Cash and cash equivalents, beginning of period
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35,631 | 28,460 | ||||||
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Cash and cash equivalents, end of period
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$ | 33,189 | $ | 50,311 | ||||
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Supplemental disclosure
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||||||||
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Interest paid during the period
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$ | 2,700 | $ | 3,367 | ||||
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Noncash transactions:
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||||||||
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Conversion of convertible debt into common stock
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$ | 435,000 | $ | 212,000 | ||||
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Conversion of accrued interest into common stock
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$ | 46,910 | $ | 50,076 | ||||
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Common stock issued for SDI agreement
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$ | - | $ | 157,000 | ||||
The accompanying notes are an integral part of these financial statements.
4
WikiLoan, Inc.
Notes to Condensed Financial Statements
October 31, 2011
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1.
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Basis of Presentation
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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, 2011.
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 period ended October 31, 2011 is not necessarily indicative of the results which may be expected for any other interim periods or for the year ending January 31, 2012.
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.
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2.
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Going Concern Uncertainty
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The Company has operated at a loss since 2005. At October 31, 2011 and January 31, 2010, the Company had accumulated losses of $9,121,701 and $9,035,673, 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.
5
WikiLoan, Inc.
Notes to Condensed Financial Statements
October 31, 2011
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3.
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Convertible Notes Payable
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Convertible notes payable consist of the following at October 31, 2011 and January 31, 2011:
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Oct. 31, 2011
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Jan. 31, 2011
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|||||||
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Convertible note payable to an individual dated March 16, 2011,
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||||||||
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interest at 12%, due on or before Sept. 16, 2011, convertible
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||||||||
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into shares of common stock at a conversion price equal to
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||||||||
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the 10 day average closing price multiplied by 0.75
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$ | 260,000 | $ | - | ||||
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Convertible note payable to an individual dated March 23, 2010,
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||||||||
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interest at 12%, due on or before Sept. 23, 2010, convertible
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||||||||
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into shares of common stock at a conversion price equal to
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||||||||
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the 10 day average closing price multiplied by 0.75
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- | 150,000 | ||||||
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Convertible note payable to an individual dated Sept. 16, 2009,
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||||||||
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interest at 12%, due on or before Jan. 16, 2011, convertible
|
||||||||
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into shares of common stock at a conversion price equal to
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||||||||
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the 10 day average closing price multiplied by 0.75
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- | 15,000 | ||||||
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Convertible note payable to an individual dated Sept. 28, 2009
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||||||||
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interest at 12%, due on or before Sept. 28, 2010, convertible
|
||||||||
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into shares of common stock at a conversion price equal to
|
||||||||
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the 10 day average closing price multiplied by 0.80
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- | 85,000 | ||||||
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Convertible note payable to an individual dated October 26, 2010
|
||||||||
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interest at 12%, due on or before April 26, 2011, convertible
|
||||||||
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into shares of common stock at a conversion price equal to
|
||||||||
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the 10 day average closing price multiplied by 0.75
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- | 150,000 | ||||||
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Convertible note payable to an individual dated Jan. 21, 2010,
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||||||||
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Interest at 12%, due on or before July 21, 2010, convertible
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||||||||
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Into shares of common stock at a conversion price equal to
|
||||||||
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The 10 day average closing price multiplied by 0.75
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- | 50,000 | ||||||
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Less discount on convertible debt
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- | (36,972 | ) | |||||
|
Total
|
$ | 260,000 | $ | 413,028 | ||||
On March 16, 2011, the Company repaid the $15,000 convertible note payable plus accrued interest of $2,700.
On March 16, 2011, the Company received a conversion notice on the March 23, 2010, September 28, 2010, October 26, 2010 and January 21, 2010 convertible note agreements aggregating $435,000 to convert the outstanding principal and accrued interest of $46,910 into 2,161,498 common shares.
On March 16, 2011, the Company issued a short-term convertible promissory note for $260,000. The note accrues interest at 12% per annum and is due on or before September 16, 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, 2011 and January 31, 2011, the Company had accrued interest of $27,332 and $40,750, respectively, under these convertible note agreements.
6
WikiLoan, Inc.
Notes to Condensed Financial Statements
October 31, 2011
|
4.
|
Key Operating Officers
|
At October 31, 2011, 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.
|
5.
|
Common stock transactions
|
On March 16, 2011, the Company issued 2,161,498 common shares in connection with a conversion notice on the March 23, 2010, September 28, 2010, October 26, 2010 and January 21, 2010 convertible note agreements.
On May 4, 2011, the Company authorized a 1 for 10 forward stock split and increased the authorized common shares available for issuance to 750,000,000 shares. Effective July 31, 2011, the Company authorized a 10 for 1 reverse stock split to reverse its previous May 4, 2011 action. In addition, the Company decreased the authorized shares available for issuance to 150,000,000 common shares.
On June 14, 2011, the Company accepted the return and cancellation of 138,561 common shares that had previously been issued to SDI Distributors as part of a distribution agreement. The shares were returned as part of the cancellation of the distribution agreement.
On June 28, 2011, the Company issued 4,700,000 common shares to two advisors for consulting services. The issuance was valued based on the closing price of the Company’s common stock, which management determined estimated the fair market value of the services rendered.
During the second quarter 2011, the Company issued an aggregate of 8,030,953 common shares for the exercise of warrants preciously issued to two consultants in August 2010.
|
6.
|
Basic and Diluted Earnings (Loss) Per Common Share
|
Basic and diluted earnings (loss) per share for the three months ended October 31, 2011 and 2010 were computed using 70,005,531 and 54,805,758 weighted average common shares outstanding, respectively. Basic and diluted earnings (loss) per share for the nine months ended October 31, 2011 and 2010 were computed using 64,773,934 and 54,209,906 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.
|
7.
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Subsequent Event
|
Management has evaluated subsequent events through December 12, 2011, the date which the financial statements were available to be issued.
The Company entered into a contract on September 2, 2011 with Karolus Maximus Kapital SA for financial advisory, strategic business planning, and investor and public relations for payment of 2,000,000 restricted shares of common stock.
7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion should be read in conjunction with the Consolidated Financial Statements and Notes thereto appearing elsewhere in this Form 10-Q. The following discussion contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934 relating to future events or our future performance. 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 prospectus. 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 provides online tools for person-to-person borrowing and lending on its website located at www.wikiloan.com. 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 $5 billion in loans by 2013.
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 identity verification 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 connection 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 $24.95 “Borrower Application Fee”. Lenders pay an annual “Lender Administration Fee” of $9 per loan of which they are a lender. 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 that 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.
8
Plan of Operations
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 keep our peer-to-peer lending platform compliant 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. We believe that we could operate with our current cash on hand while satisfying any shortfall in cash flow with income that will be generated after the launch of our website.
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, 2011, we had cash on hand of $33,189 and our total assets were $44,913. Our total liabilities consisted of accrued interest of $27,332, derivative liabilities related to convertible debts and outstanding warrants of $172,840, short-term convertible notes payable, net of discounts aggregating $260,000. With the continued losses and a resulting accumulated deficit of $9,121,701, we have $286,950 in shareholder’s deficit. We are currently operating at a loss and we have a loss from operations of $155,617 for the nine months ended October 31, 2011. 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.
9
Liquidity and Capital Resources
As of October 31, 2011 and January 31, 2011, we had cash of $33,189 and $35,631, respectively. However, due to the current instability of the credit market and our limited history with limited revenue, we may 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 Mr. DeFeudis to legally insure that he will provide the funding for our operations. Although we have no commitments for capital, other than verbal assurances from Mr. DeFeudis, we may raise additional funds through:
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public offerings of equity, securities convertible into equity or debt,
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private offerings of securities or debt, or other sources.
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At this time, Mr. DeFeudis has not identified any sources of additional financing. Upon developing a trading market for the common stock he intends 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 trading market may not develop in the foreseeable future.
We have no written agreement with Mr. DeFeudis to legally insure that he will provide the funding for our operations. Although we have no commitments for capital, other than verbal assurances from Mr. DeFeudis, 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 $1,745,000. 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 will 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 $1,745,000 that we raised through several convertible promissory notes over the past four years. 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 will 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:
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Any obligation under certain guarantee contracts;
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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;
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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
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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.
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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).
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Going Concern
Our Quarterly Report for the period ended October 31, 2011 was prepared assuming we will continue as a going concern, and the auditors’ report on our January 31, 2011 financial statements expresses substantial doubt about our ability to continue as a going concern.
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 3 to the audited financial statements for the year ended January 31, 2011. 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
We do not believe that any recently issued 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 4. Controls and Procedures
Disclosure of controls and procedures.
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 our management, including our 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 our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit 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 our management, including the our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.
Changes in internal controls over financial reporting.
There have been no changes in our internal control over financial reporting that occurred during the last fiscal quarter covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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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.
Smaller reporting companies are not required to provide the information required by this item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
On September 2, 2011, we entered into an agreement with Karolus Maximus Kapital SA for financial advisory, strategic planning, and investor and public relations for payment of 2,000,000 restricted shares of common stock. The common stock was not registered under the Securities Act. The issuance of these securities was exempt from registration under the safe harbor provided by section 4(2) of the Securities Act.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. (Removed and Reserved)
Item 5. Other Information.
None
Item 6. Exhibits
(a) Exhibits
| 31.1 | Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of Sarbanes Oxley Act of 2002 |
| 31.2 | Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of Sarbanes Oxley Act of 2002 |
| 32.1 | Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes Oxley Act of 2002 |
| 32.2 | Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes Oxley Act of 2002 |
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101.INS *
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XBRL Instance Document
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101.SCH *
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XBRL Taxonomy Schema
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101.CAL *
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XBRL Taxonomy Calculation Linkbase
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101.DEF *
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XBRL Taxonomy Definition Linkbase
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101.LAB *
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XBRL Taxonomy Label Linkbase
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101.PRE *
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XBRL Taxonomy Presentation Linkbase
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* Furnished herewith. XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
In accordance with SEC Release 33-8238, Exhibits 32.1 and 32.2 are being furnished and not filed.
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SIGNATURES
Pursuant to the requirements 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.
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WIKILOAN INC.
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Date: December 15, 2011
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By:
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/s/ Marco Garibaldi
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Marco Garibaldi
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By:
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Chief Executive Officer
(Duly Authorized Officer and Principle Executive Officer)
/s/ Edward C. DeFeudis
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Edward C. DeFeudis
President, Chief Financial Officer and
Chairman of the Board
(Duly Authorized Officer and Principal Financial Officer)
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