ALLTEMP, INC. - FORM 10-Q - September 14, 2012

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EX-31.1 - CERTIFICATION - ALLTEMP, INC.	f10q0712ex31i_wikigroup.htm
EX-32.1 - CERTIFICATION - ALLTEMP, INC.	f10q0712ex32i_wikigroup.htm
EXCEL - IDEA: XBRL DOCUMENT - ALLTEMP, INC.	Financial_Report.xls

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 July 31, 2012

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

THE WIKI GROUP, INC.

(Exact name of registrant as specified in its charter)

DELAWARE		58-1921737
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employee Identification No.)

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 September 13, 2012, there were 134,964,656 shares of common stock issued and outstanding.

WIKILOAN INC.

FORM 10-Q

July 31, 2012

INDEX

PART I—FINANCIAL INFORMATION

Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	16
Item 4.	Control and Procedures	16

PART II—OTHER INFORMATION

Item 1.	Legal Proceedings	17
Item 1A	Risk Factors	17
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	17
Item 3.	Defaults Upon Senior Securities	17
Item 4.	Mine Safety Disclosures	17
Item 5.	Other Information	17
Item 6.	Exhibits	18

SIGNATURES

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

Index to Financial Statements
July 31, 2012 and January 31, 2012


	Page
	Number

Report of Independent Registered Public Accounting Firm		1

Financial Statements:

Balance Sheets as of July 31, 2012 and January 31, 2012		2

Statements of Operations for the three and six months ended July 31, 2012 and
for the year ended January 31, 2012		3

Statement of Changes in Shareholders' Deficit
for the six months ended July 31, 2012 and
for the year ended January 31, 2012		4

Statement of Cash Flows for the three and six months ended
July 31, 2012 and for the year ended January 31, 2012		5

Notes to Financial Statements	6 to 11

The Wiki Group, Inc.
(Formerly Known as WikiLoan, Inc.)
Balance Sheets
As of July 31, 2012 (UNAUDITED) and January 31, 2012

	(UNAUDITED)
	July 31,				January 31,
Assets	2012				2012
Current assets:
Cash and cash equivalents		$	8,923		$	35,845
Total current assets			8,923			35,845

Fixed assets:
Office equipment			-			-
Computer equipment			19,843			-
			19,843			-
Less: accumulated depreciation			(7,100	)		-
Fixed assets, net			12,743			-

Other assets:
Deposits			1,957			-
Domain names			74,942			25,042
Software development costs			41,117			1,634
Deferred payment processing costs			77,500			92,500
Total other assets			195,516			119,176

Total assets		$	217,182		$	155,021


Liabilities and Shareholders' Deficit
Liabilities
Current liabilities:
Accounts payable		$	3,000		$	-
Accrued interest			121,717			27,332
Derivative liabilities			62,931			46,100
Convertible notes payables, net of discounts on debt
of $91,209 and $28,769			760,640			321,231
Total current liabilities			948,288			394,663

Total liabilities			948,288			394,663

Stockholders' equity (deficit)
Preferred stock, Series A, at $0.01 par value; 10,000,000 shares authorized;
None issued and oustanding at July 31, 2012
and none issued and outstanding at January 31, 2012			-			-
Common stock; at $0.001 par value; 250,000,000 shares authorized;
133,260,493 shares issued and outstanding at July 31, 2012 and
53,080,493 shares issued and outstanding at January 31, 2012			133,260			53,080
Additional paid-in capital			8,955,311			9,307,760
Accumulated deficit			(9,809,839	)		(9,590,644	)
Treasury stock, 9,837,500 common shares, at cost			(9,838	)		(9,838	)
Total stockholders' deficit			(731,106	)		(239,642	)

Total liabilities and stockholders' deficit		$	217,182		$	155,021

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

The Wiki Group, Inc.
(Formerly Known as WikiLoan, Inc.)
Statements of Operations
For the three and six months ended
July 31, (UNAUDITED)


	For the Three Months Ended							For the Six Months Ended
	July 31,							July 31,
		2012			2011			2012			2011

Revenues		$	2,099		$	283		$	2,593		$	409

Cost of sales			-			-			-			-

Gross profit			2,099			283			2,593			409

Selling, general and administrative expenses			108,878			177,132			219,611			308,389
Research and development costs			-			-			-			-
Operating expenses			108,878			177,132			219,611			308,389

Income (loss) from operations			(106,779	)		(176,849	)		(217,018	)		(307,980	)

Other income (expenses):
Gain from derivative liabilities			60,865			26,305			73,256			548,915
Gain on sale of domain names			-			-			-			-
Interest expense			(41,375	)		(66,777	)		(75,433	)		(96,628	)
Total other income (expenses)			19,490			(40,472	)		(2,177	)		452,287

(Loss) before provision for income taxes			(87,289	)		(217,321	)		(219,195	)		144,307

Provision for income taxes			-			-			-			-

Net (loss)		$	(87,289	)	$	(217,321	)	$	(219,195	)	$	144,307


Earnings (Loss) Per Share:

Basic:
Earnings (loss) per common share		$	(0.00	)	$	(0.00	)	$	(0.00	)	$	0.00
Weighted average common shares outstanding			77,634,452			52,747,278			77,634,452			53,597,068

Fully Diluted:
Earnings (loss) per common share		$	(0.00	)	$	(0.00	)	$	(0.00	)	$	0.00
Weighted average common shares outstanding			77,634,452			52,747,278			77,634,452			53,597,068

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

The Wiki Group, Inc.
(Formerly Known as WikiLoan, Inc.)
Statement of Changes in Stockholders' Deficit
For the Period February 1, 2011 to July 31, 2012

													Additional
	Preferred Stock						Common Stock						Paid In			Treasury Stock					Accumulated
	Shares			Amount			Shares			Amount			Capital			Shares		Amount			Deficit			Total

Balance - February 1, 2011		-		$	-			57,434,569		$	57,435		$	6,860,256			9,837,500	$	(9,838	)	$	(9,035,673	)	$	(2,127,820	)

Shares returned to treasury		-			-			(139,561	)		(139	)		(46,971	)		-		-			-			(47,110	)

Shares issued for warrants		-			-			8,030,953			803			1,046,220			-		-			-			1,047,023

Shares issued for services		-			-			4,700,000			470			140,530			-		-			-			141,000

Shares issued for debt conversions		-			-			2,161,498			2,162			479,748			-		-			-			481,910

Beneficial conversion features related to convertible debt		-			-			-			-			820,326			-		-			-			820,326

Effect of 1 for 10 and subsequent10 for 1 stock splits		-			-			(19,106,966	)		(7,651	)		7,651			-		-			-			-

Net income (loss)		-			-			-			-			-			-		-			(554,971	)		(554,971	)

Balance - January 31, 2012		-		$	-			53,080,493		$	53,080		$	9,307,760			9,837,500	$	(9,838	)	$	(9,590,644	)	$	(239,642	)

Preferred Stock issued for acquisition ofWikiPay, Inc.		7,992,000			79,920			-			-			(377,389	)		-		-			-			(297,469	)

Conversion of Preferred Stock into sharesof Common Stock		(7,992,000	)		(79,920	)		79,920,000			79,920			-			-		-			-			-

Shares issued for services		-			-			260,000			260			24,940			-		-			-			25,200

Net income (loss)		-			-			-			-			-			-		-			(219,195	)		(219,195	)

Balance - July 31, 2012		-		$	-			133,260,493		$	133,260		$	8,955,311			9,837,500	$	(9,838	)	$	(9,809,839	)	$	(731,106	)

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

The Wiki Group, Inc.
(Formerly Known as WikiLoan, Inc.)
Statements of Cash Flows
For the six months ended July 31, (UNAUDITED)

	2012			2011
Cash Flows Provided From (Used By) Operating Activities
Net (loss)	$	(219,195	)	$	144,307
Adjustments to reconcile net income (loss) to net cash
provided from (used by) operating activities:
Depreciation and amortization		16,984			110,170
(Gain) on derivative liabilities		(73,256	)		(548,915	)
Amortization of discount on convertible debt		10,748			68,236
Acquisition of WikiPay, Inc.		10,021			-

Decrease in accounts receivable		-			196,485
Decrease in prepaid consulting fees		-			35,176
Increase (decrease) in accounts payable		3,000			(256,485	)
Increase in accrued interest		64,684			25,692
Net cash (used by) operating activities		(187,014	)		(225,334	)

Cash Flows (Used By) Investing Activities
Investment in software development		-			(4,900	)
Payment of deposits		(1,957	)		-
Net cash (used by) investing activities		(1,957	)		(4,900	)

Common stock issued for services, net of cancellations		25,200			141,000
Repayments of convertible notes payable		-			(15,000	)
Proceeds from issuance of convertible notes payable		136,849			260,000
Net cash provided from financing activities		162,049			386,000

Net increase (decrease) in cash and cash equivalents		(26,922	)		155,766
Cash and cash equivalents, beginning of period		35,845			35,631
Cash and cash equivalents, end of year	$	8,923		$	191,397

Supplemental disclosure
Interest paid during the period	$	75,433		$	2,700

Non-cash transactions:
Issuance of common stock for debt conversions	$	-		$	435,000
Conversion of accrued interest into common stock	$	-		$	46,910
Common stock issued for SDI agreement	$	-		$	-
Preferred stock issued for acquisition of WiKiPay, Inc.	$	7,920,000		$	-

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

The Wiki Group, Inc.

Notes to Condensed Financial Statements

July 31, 2012

1.	Basis of Presentation

The accompanying unaudited condensed financial statements of The Wiki Group, Inc., formerly known as WikiLoan, 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, 2012.

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 six-month periods ended July 31, 2012 are not necessarily indicative of the results which may be expected for any other interim periods or for the year ending January 31, 2013.

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 operated at a loss since 2005. At July 31, 2012 and January 31, 2012, the Company had accumulated losses of $9,809,839 and $9,590,644, 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.	Acquisition of WikiPay, Inc.

On February 10, 2012, the Company signed a merger agreement with WikiPay, Inc. in which it would acquire that company for approximately 7,992,000 shares of the Company’s Series A Preferred Stock. The fair value of these shares was $8,791,200 which estimates the fair value of the preferred shares.

The Wiki Group, Inc.

Notes to Condensed Financial Statements

July 31, 2012

3.	Acquisition of WikiPay, Inc. (Cont.)

The Company allocated the total purchase price to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values as of the date of acquisition, using the purchase method of accounting. As the shareholders of WikiPay, Inc. were also shareholders of the Company at the time of the merger, the Company determined the merger was a transfer of assets by shareholders to the Company and has recorded the assets received at historical cost in accordance with U.S, Generally Accepted Accounting Principles (GAAP).

The components of the purchase price allocation are as follows (in thousands):

Allocation:

Net tangible assets acquired:
Cash	$	4
Fixed assets		14
	$	18
Identifiable intangible assets acquired
Domain names	$	50
Software development costs		37
Other assets		9
Total assets acquired	$	114

Less:
Liabilities assumed
Accrued interest	$	47
Notes payable related party		365
Total liabilities assumed	$	412

The following table represents the unaudited pro-forma combined results of operations of the Company as if WikiPay, Inc. had been acquired on February 1, 2010, with comparable results for the years ended January 31, 2012 and 2011.

	January 31, 2012			January 31, 2011
Revenues	$	1,318		$	635,919
Gross profit (loss)	$	(13,682	)	$	10,250
Operating loss	$	(744,757	)	$	(2,562,155	)
Net loss	$	(759,529	)	$	(3,294,132	)
Net loss per share	$	(0.01	)	$	(0.06	)

The Wiki Group, Inc.

Notes to Condensed Financial Statements

July 31, 2012

4.	Convertible Notes Payable

Convertible notes payable consist of the following at July 31, 2012 and January 31, 2012:

	July 31, 2012		January 31, 2012
A convertible note payable to an individual dated March 16,2011, with interest due at 12% per annum, due on or before, September 16, 2011, convertible into shares of common stock at a price equal to the 10 day average closing price multiplied by 75% with a $0.125 floor and a $0.50 ceiling	$	260,000	$	260,000

A convertible note payable to an individual dated December 28, 2011, with interest due at 12% per annum, due on or before, June 28, 2012, convertible into shares of common stock at a price equal to the 10 day average closing price multiplied by 75% with a $0.125 floor and a $0.50 ceiling	$	20,000	$	20,000

A convertible note payable to an individual dated January 4, 2012, with interest due at 12% per annum, due on or before, July 4, 2012, convertible into shares of common stock at a price equal to the 10 day average closing price multiplied by 75% with a $0.125 floor and a $0.50 ceiling	$	20,000	$	20,000

A convertible note payable to an individual dated January 20, 2012, with interest due at 12% per annum, due on or before, July 20, 2012, convertible into shares of common stock at a price equal to the 10 day average closing price multiplied by 75% with no floor and a $0.10 ceiling	$	50,000	$	50,000

A promissory note, due on demand, dated March 23, 2010, with an interest rate of 12.0%	$	150,000		-

A promissory note, due on demand, dated October 26, 2010, with an interest rate of 12.0%.	$	75,000		-

A promissory note, due on demand, dated August 11, 2011, with an interest rate of 12.0%	$	20,000		-

A promissory note, due on demand, dated October 6, 2011, with an interest rate of 12.0%	$	120,000		-

A convertible note payable to an individual dated March 7, 2012, with interest due at 12% per annum, due on or before, September 7, 2012, convertible into shares of common stock at a price equal to the 10 day average closing price multiplied by 75% with no floor and a $0.10 ceiling	$	50,000		-

The Wiki Group, Inc.

Notes to Condensed Financial Statements

July 31, 2012

4.	Convertible Notes Payable (cont.)

	July 31, 2012			January 30, 2012
A convertible note payable to an individual, dated March 23, 2012, with interest due at 12% per annum, due on or before, September 23, 2012, convertible into shares of common stock at a price equal to the 10 day average closing price multiplied by 75% with no floor and a $0.10 ceiling	$	12,000			-

A convertible note payable to an individual, dated May 10, 2012, with interest due at 12% per annum, due on or before, November 10, 2012, convertible into shares of common stock at a price equal to the 10 day average closing price multiplied by 75% with no floor and a $0.10 ceiling	$	35,000			-

A convertible note payable to an individual, dated June 19, 2012, with interest due at 12% per annum, due on or before, December 20, 2012, convertible into shares of common stock at a price equal to the 10 day average closing price multiplied by 75% with no floor and a $0.10 ceiling	$	35,000			-

A convertible note payable to an individual, dated July 2, 2012, with interest due at 12% per annum, due on or before, January 3, 2013, convertible into shares of common stock at a price equal to the 10 day average closing price multiplied by 75% with no floor and a $0.10 ceiling	$	4,849			-

Subtotal	$	851,849		$	350,000
Less: discount on convertible debt		(91,209	)		(28,769	)
Total	$	760,640		$	321,231

On May 10, 2012, the Company issued a short-term convertible promissory note for $35,000. The note accrues interest at 12% per annum and is due on or before November 10, 2012. 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, with a ceiling of $0.10 per share.

The Wiki Group, Inc.

Notes to Condensed Financial Statements

July 31, 2012

4.	Convertible Notes Payable (cont.)

On June 19, 2012, the Company issued a short-term convertible promissory note for $35,000. The note accrues interest at 12% per annum and is due on or before December 20, 2012. 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, with a ceiling of $0.10 per share.

On July 2, 2012, the Company issued a short-term convertible promissory note for $4,849. The note accrues interest at 12% per annum and is due on or before January 3, 2013. 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, with a ceiling of $0.10 per share.

At July 31, 2012 and January 31, 2012, the Company had accrued interest of $121,717 and $27,332, respectively, under these convertible note agreements.

5.	Rentals Under Operating Leases

The Company leases its offices on a month-to-month lease at $1,957 per month. During the six months ended, July 31, 2012 the Company incurred $7,828 in rent expense.

6.	Capital Stock Transactions

The Company has 10,000,000 shares of Class A, Preferred Stock authorized at a par value of $0.01 and there were no shares issued and outstanding at July 31, 2012 and none were issued at January 31, 2012. These Class A, Preferred Shares are convertible into Common Stock at one share for ten (10) shares of Common Stock.

On February 7, 2012, the Company engaged CB Capital Partners, Inc, as its financial advisor to the merger transaction with WikiPay, Inc. The Company issued 200,000 shares of Common Stock for the services rendered. The value of this transaction was $19,800.

On March 1, 2012, the Company hired its’ new CEO and Board Member and pursuant to the employment agreement she will be granted 12 million options on the Company‘s common stock at $0.10 in which two million have vested immediately and the remaining ten million will vest over the next 3 years.

On May 9, 2012, a shareholder converted 311,540 shares of the Company’s Class A, Preferred shares into 3,115,400 common shares.

On June 7, 2012, the Company issued 60,000 shares of its’ common stock for marketing consulting services. The value of this transaction was $5,400.

On June 7, 2012, shareholders and officers representing 7,680,460 of Class A Preferred Stock converted these shares into 76,804,600 shares of the company’s common stock.

The Wiki Group, Inc.

Notes to Condensed Financial Statements

July 31, 2012

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

Basic earnings (loss) per share for the six months ended July 31, 2012 and 2011 were computed using 77,634,452 and 53,597,068 weighted average common shares outstanding, respectively. The weighted average fully diluted shares outstanding including the common stock equivalents related to the potential dilution related to the options, warrants and convertible debt was 77,634,452 at July 31, 2012 and 53,597,068 at July 31, 2011. The Company did not include potentially dilutive shares issued or outstanding for the six months ended July 31, 2012 as the effect of those shares would have resulted in an ant dilutive effect.

8.	Subsequent Events

Management has evaluated subsequent events through the date which the financial statements were available to be issued. These include:

On August 8, 2012, the Company issued a short-term convertible promissory note for $50,000. The note accrues interest at 12% per annum and is due on or before February 8, 2013. 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, with a ceiling of $0.10 per share.

On August 14, 2012, the Company issued 500,000 shares of its common stock for legal services pursuant to the contract dated February 12, 2012. The value of this transaction was $20,000.

On August 31, 2012, the Company issued 1,204,163 shares of its common stock to its officers in lieu of salary. The value of this transaction was $24,083.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion should be read in conjunction with the Unaudited 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

The Wiki Group, Inc. is an early-stage technology company dedicated to making financial transactions simple, secure, social and affordable. Wiki Group products include, (i) WikiPay, a simple, low-cost alternative to existing mobile and online payment solutions; (ii) WikiBlast, a customizable mobile marketing engine; and (iii) WikiLoan, a low-cost peer-to-peer lending solution.

We developed WikiPay to compete worldwide in the $240 billion annual mobile payments business. WikiPay allows users to send and receive money with any mobile device, over any carrier network. Our target market is primarily the un-banked and under-banked population worldwide that uses check cashing and money transfer alternatives. Our customers can use WikiPay to make real-time payments, schedule future payments, perform account inquiries for balance and transaction history, initiate bill payment notifications and alerts, and complete security verifications. WikiPay is a proprietary, fee-based mobile peer-to-peer payment and marketing platform that allows mobile and online peer-to-peer payments, B2C, C2B and B2B payments, and mobile marketing services through our website www.wikipay.com and mobile website m.wikipay.com.

WikiPay was created to take advantage of the emerging and converging trends in mobile phone use, text messaging, banking, electronic payment systems and direct marketing. Mobile phone adoption has been swift and widespread; the mobile phone is now widely recognized as the electronic device with the largest market penetration in history. For example, it is projected that by 2013, the U.S. per capita mobile phone penetration will be 100 percent. WikiBlast is a proprietary low-cost mobile marketing solution, fully integrated with the WikiPay payment platform, which allows merchants to convey product offers and messages to their customer base and generate sales. WikiBlast provides customizable mobile marketing messages that can reach clients instantly. Personalized real-time two-way communications can generate superior response rates. It is estimated that worldwide annual mobile marketing revenues are approximately $3 billion.

We developed WikiLoan to compete worldwide in the $10 billion annual peer-to-peer lending business. WikiLoan is a proprietary fee-based peer-to-peer lending platform that allows users to borrow and lend money (from $500 to $25,000). WikiLoan, www.wikiloan.com, offers loan documentation, promissory notes, repayment schedules, email reminders, online account access, and online repayment functions.

We provide identity and credit verification of borrowers and allow lenders to select the types of borrowers they wish to consider for loans. Credit, background and identity checks, loan application processing, loan payment tracking, and other related functions are fully automated, which allows us to operate with low overhead costs.

Our initial revenue model consists of primarily fee-based products. We recently implemented our first lead generation product and we anticipate developing additional revenue streams that may include website advertising, credit card and auto loan origination, and other related lead generation opportunities. We had $2,099 in revenues during the quarter ended July 31, 2012 and $283 in revenues during the same period in the prior year. Our expenses during that time, we incurred general and administrative expenses in the amount of $108,878 and, $177,132, 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 minimal revenue since 2005 and at July 31, 2012 and January 31, 2012, the Company had accumulated losses of $9,809,839 and $9,590,644, 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.

On February 10, 2012, we merged with WikiPay, Inc., a privately held Delaware corporation. In connection with the merger, 7,992,000 Series A Preferred shares, par value of $0.001, were issued to the former shareholders of WikiPay.

On March 7, 2012, the Company issued a short-term convertible note payable in the amount of $50,000. The note accrues interest at 12% per annum and is due on or before September 7, 2012. 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, with a ceiling of $0.10 per share.

On March 23, 2012, the Company issued a short-term convertible note payable to its’ CEO in the amount of $12,000. The note accrues interest at 12% per annum and is due on or before September 23, 2012. 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, with a ceiling of $0.10 per share.

At July 31, 2012 and January 31, 2012, the Company had accrued interest of $121,717 and $27,332, respectively, under these convertible note agreements.

Plan of Operation

The last three years have been dedicated to building and strengthening the technology platform that is now fully operational and robust. In order to move forward it is critical that we raise capital to fund our operations. Raising capital is our primary goal and we are focusing most of our attention to identify prospective investors and strategic partners.

As we look to grow our business, we will focus heavily on establishing strategic partners that provide us access to large customer bases that align with our target market. We will collaborate with these partners as we execute our marketing strategy and cross sell our products and services.

We are closely working with Telecomm (Mexican Government Agency) to gain access to the Mexican market. This partner welcomes our new and different revenue model, which has the potential to revolutionize the remittance market while positively impacting the local economy.

We are committed to delivering excellent customer service and listening to our customers to determine how we continuously innovate and improve our products. We see every interaction with a customer as an opportunity to differentiate ourselves from our competition. Delivering clear and simple messages will be the core of our communications plan.

Mobile commerce requires a change in customer behavior so it will be advantageous for us to make our offerings as attractive as possible. Initial plans call for loyalty and reward programs that provide incentives for new users to immediately sign up and use our services. We have an ambitious road map that calls for new solutions that allow users to sign up faster while providing more convenient options to fund their accounts. We intend to always deliver better, faster, and cheaper solutions that our customers value.

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.

If we obtain a large financing in the future, we would accelerate our business plan and hire additional staff, increase advertising and marketing, and expand operations, all of which will likely affect the performance of the company.

Results of Operations

For the three and six months ended July 31, 2012 as compared to July 31, 2011

Revenues

We generated $2,099 and $2,593 in revenues during the three and six months, respectively, ended July 31, 2012 and $283 and $409 during the three and six months, respectively, ended July 31, 2011.

Operating Expenses

Our operating expenses during the three months and six months ended July 31, 2012 were $108,878 and $219,611, respectively, and were $177,132 and $308,389 in the three and six months ended July 31, 2012. The operating expenses are only comprised of general and administrative expenses. The lower expenses in the quarter ended July 31, 2012 were primarily due to lower consulting expenses.

Net Loss

We are currently operating at a loss and we have a net loss of $87,289 and $219,195 for the three and six months, respectively, ended July 31, 2012. 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.

Liquidity and Capital Resources

As of July 31, 2012, we had cash of $8,923. 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 to legally insure that funding will be provided for our operations. Although we have no commitments for capital, other than verbal assurances, 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.

At this time, we have not identified any sources of additional financing. Upon developing a trading market for the 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 trading market may not develop in the foreseeable future.

We have no written agreement to legally insure that funding will be provided for our operations. Although we have no commitments for capital, other than verbal assurances, 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 $2,157,000. 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.

As to the following serious conditions:

1)	As of July 31, 2012, we had cash of $8,923;
2)	We received $74,849 from the sale of three promissory notes during the quarter ended July 31, 2012;
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.

To date, we have been able to secure $2,157,000 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

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 1 to the audited financial statements for the year ended January 31, 2012. 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.

Subsequent Events

On August 14, 2012, the Company issued 500,000 shares of its common stock for legal services pursuant to the contract dated February 12, 2012. The value of this transaction was $20,000.

On August 31, 2012, the Company issued 1,204,163 shares of its common stock to its officers in lieu of salary. The value of this transaction was $24,083.

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.

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports, filed under the Securities Exchange Act of 1934, 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 our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable and not absolute assurance of achieving the desired control objectives. In reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. In addition, the design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, a control may become inadequate because of changes in conditions or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

As required by the SEC Rule 13a-15(b), we carried out an evaluation under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on the foregoing, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Controls over Financial Reporting.

There have been no changes in our internal control over financial reporting that occurred during the 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.

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.

The issuance of the notes were exempt from registration, pursuant to Section 4(2) of the Securities Act of 1934, as amended (the “Securities Act”). The security qualified for exemption under Section 4(2) of the Securities Act since the issuance of the security by us did not involve a public offering. The offering was not a “public offering” as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of securities offered. We did not undertake an offering in which we sold a high number of securities to a high number of investors. In addition, the shareholder had the necessary investment intent as required by Section 4(2). Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act for this transaction.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not Applicable.

Item 5. Other Information.

As reported in the Company’s Current Report on Form 8-K, filed with SEC on September 5, 2012, on August 31, 2012, Denita Willoughby submitted to the Company a resignation letter pursuant to which she resigned as the Chief Executive Officer and Director of the Company, effective immediately.

Also on September 5, 2012, the Board appointed Edward DeFeudis, the Company’s President, Chief Financial Officer and a member of the Board, as the Company’s Chief Executive Officer, effective immediately. Mr. DeFeudis will perform the services and duties that are normally and customarily associated with the Chief Executive Officer position as well as other associated duties as the Board reasonably determines.

Item 6. Exhibits

(a) Exhibits

31.1	Certification of Principal Executive Officer and 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 and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes Oxley Act of 2002
101.INS **	XBRL Instance Document
101.SCH **	XBRL Taxonomy Schema
101.CAL **	XBRL Taxonomy Calculation Linkbase
101.DEF **	XBRL Taxonomy Definition Linkbase
101.LAB **	XBRL Taxonomy Label Linkbase
101.PRE **	XBRL Taxonomy Presentation Linkbase

* In accordance with SEC Release 33-8238, Exhibit 32.1 is being furnished and not filed.

** 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.

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.

	THE WIKI GROUP, INC.

Date: September 14, 2012	By:	/s/ Edward DeFeudis
		Edward DeFeudis
		President, Chief Executive Officer and Chief Financial Officer (Duly Authorized Officer, Principle Executive Officer, and Principal Financial Officer)

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