10-Q 1 f10q103109_wikiloan.htm FORM 10-Q f10q103109_wikiloan.htm
 


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
 
FORM 10-Q
_______________
 
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended October 31, 2009
 
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the transition period from ______to______.
 
WIKILOAN INC.
 (Exact name of registrant as specified in Charter
 
DELAWARE
 
000-51879
 
58-1921737
(State or other jurisdiction of
incorporation or organization)
 
(Commission File No.)
 
(IRS Employee Identification No.)

1177 George Bush Blvd. Suite 201
Delray Beach, FL 33483
 (Address of Principal Executive Offices)
 _______________
 
(561) 865-5310
 (Issuer Telephone number)
_______________

 (Former Name or Former Address if Changed Since Last Report)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2)has been subject to such filing requirements for the past 90 days.
 
Yes x No o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes o No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company filer.  See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act
 (Check one):
 
Large Accelerated Filer o    Accelerated Filer o     Non-Accelerated Filer o     Smaller Reporting Company x
 
Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act.

Yes o No x
 
State the number of shares outstanding of each of the issuer’s classes of common equity, as of as of December 8, 2009:  51,575,000 shares of Common Stock.  
 

 
WIKILOAN INC.
 
FORM 10-Q
 
October 31, 2009
 
INDEX
 
 
PART I-- FINANCIAL INFORMATION
 
Item 1.
Financial Statements
1
Item 2.
Management’s Discussion and Analysis of Financial Condition
8
Item 3
Quantitative and Qualitative Disclosures About Market Risk
11
Item 4T.
Control and Procedures
11
 
PART II-- OTHER INFORMATION
 
Item 1
Legal Proceedings
12
Item 1A
Risk Factors
12
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
12
Item 3.
Defaults Upon Senior Securities
12
Item 4.
Submission of Matters to a Vote of Security Holders
12
Item 5.
Other Information
12
Item 6.
Exhibits
12
 
SIGNATURE
 

 
Item 1. Financial Information
 
 
WikiLoan, Inc. (fka Swap-A-Debt, Inc.)
           
Condensed Balance Sheets
           
October 31, 2009 (Unaudited) and January 31, 2009
           
             
   
Oct. 31,
   
January 31,
 
Assets
 
2009
   
2009
 
Current assets
           
   Cash and cash equivalents
  $ 53,125     $ 72,060  
Total current assets
    53,125       72,060  
                 
Property and equipment
               
   Office equipment
    5,297       5,297  
   Computer equipment
    3,010       3,010  
      Total property and equipment
    8,307       8,307  
   Accumulated depreciation
    (8,307 )     (7,048 )
      Property and equipment, net
    -       1,259  
                 
Other assets
               
   Domain names
    25,042       28,000  
   Software development costs
    58,709       92,753  
      Total other assets
    83,751       120,753  
                 
        Total assets
  $ 136,876     $ 194,072  
                 
Liabilities and Shareholders' Deficit
               
Liabilities
               
  Line of credit
  $ 100,000     $ 100,000  
  Accrued interest
    40,630       12,740  
  Convertible notes payable
    302,000       250,000  
      Total liabilities
    442,630       362,740  
                 
Stockholders' equity (deficit)
               
  Preferred stock - par value $0.01; 10,000,000 shares authorized; none issued and outstanding
    -       -  
  Common stock; par value $0.001; 70,000,000 shares authorized; 51,575,000 and 49,500,000 shares
   issued and outstanding, respectively
    51,575       49,500  
  Additional paid-in capital
    5,190,571       5,049,396  
  Accumulated deficit
    (5,547,900 )     (5,267,564 )
     Total stockholders' deficit
    (305,754 )     (168,668 )
         Total liabilities and stockholders' equity
  $ 136,876     $ 194,072  
                 
 
1

 
WikiLoan, Inc. (fka Swap-A-Debt, Inc.)
           
Condensed Statements of Operations
           
For the Three Months Ended October 31, 2009 and 2008 (Unaudited)
       
             
   
Three Months Ended Oct. 31,
 
   
2009
   
2008
 
             
Revenues
  $ 1,631     $ -  
                 
Operating expenses
               
   Selling, general and administrative expenses
    129,333       196,297  
   Research and development costs
    14,850       21,461  
     Total operating expenses
    144,183       217,758  
                 
Income (loss) from operations
    (142,552 )     (217,758 )
                 
Other income (expense)
               
   Gain from extinguishment of officer accrued salaries
    -       -  
   Gain on sale of marketable securities
    -       -  
   Gain on sale of domain names
    33,667       -  
   Interest expense
    (13,279 )     (6,435 )
      Total other income (expense)
    20,388       (6,435 )
                 
Income (loss) before provision for income taxes
    (122,164 )     (224,193 )
                 
Provision for income taxes
    -       -  
                 
Net income (loss)
    (122,164 )     (224,193 )
                 
Unrealized gain (loss) on marketable securities
    -       -  
                 
Comprehensive income (loss)
  $ (122,164 )   $ (224,193 )
                 
Basic and fully diluted earnings (loss) per common share:
               
   Earnings (loss) per common share
  $ (0.00 )   $ (0.00 )
Basic and fully diluted weighted average common shares outstanding
    50,191,848       49,500,000  
                 
 
2

 
WikiLoan, Inc. (fka Swap-A-Debt, Inc.)
           
Condensed Statements of Operations
           
For the Nine Months Ended October 31, 2009 and 2008 (Unaudited)
       
             
   
Nine Months Ended Oct. 31,
 
   
2009
   
2008
 
             
Revenues
  $ 1,631     $ -  
                 
Operating expenses
               
   Selling, general and administrative expenses
    269,311       429,585  
   Research and development costs
    14,850       50,276  
     Total operating expenses
    284,161       479,861  
                 
Income (loss) from operations
    (282,530 )     (479,861 )
                 
Other income (expense)
               
   Gain from extinguishment of officer accrued salaries
    -       431,583  
   Gain on sale of marketable securities
    -       375  
   Gain on sale of domain names
    33,667       -  
   Interest expense
    (31,473 )     (8,864 )
      Total other income (expense)
    2,194       423,094  
                 
Income (loss) before provision for income taxes
    (280,336 )     (56,767 )
                 
Provision for income taxes
    -       -  
                 
Net income (loss)
    (280,336 )     (56,767 )
                 
Unrealized gain on marketable securities
    -       -  
                 
Comprehensive income (loss)
  $ (280,336 )   $ (56,767 )
                 
Basic and fully diluted earnings (loss) per common share:
               
   Earnings (loss) per common share
  $ (0.01 )   $ (0.00 )
Basic and fully diluted weighted average common shares outstanding
    49,733,150       41,938,856  
                 
 
3

 
WikiLoan, Inc. (fka Swap-A-Debt, Inc.)
           
Condensed Statements of Cash Flows
           
For the Nine Months Ended October 31, 2009 and 2008 (Unaudited)
       
             
   
Nine Months Ended Oct. 31,
 
   
2009
   
2008
 
             
Cash Flows Provided From (Used By) Operating Activities
           
   Net income (loss)
  $ (280,336 )   $ (56,767 )
   Adjustments to reconcile net income (loss) to net cash provided from (used by) operating activities:
               
     Depreciation and amortization
    35,303       31,665  
     Gain on sale of domain names
    (33,667 )     -  
     Gain on sale of marketable securities
    -       (375 )
     Increase in related party payables
    35,250       -  
     Increase (decrease) in accrued interest
    27,890       5,178  
     Increase (decrease) in accrued salaries
    -       (431,583 )
       Net cash provided from (used by) operating activities
    (215,560 )     (451,882 )
                 
Cash Flows Provided From (Used By) Investing Activities
               
   Purchase of marketable securities
    -       (5,625 )
   Proceeds from sale of marketable securities
    -       6,000  
   Purchase of Domain Names
    (3,375 )     (5,800 )
     Net cash provided from (used by) investing activities
    (3,375 )     (5,425 )
                 
Cash Flows Provided From (Used By) Financing Activities
               
Common stock issued for services
    -       22,234  
Proceeds from issuance of convertible debt
    200,000       250,000  
Net cash provided from (used by) financing activities
    200,000       272,234  
                 
Net increase (decrease) in cash and cash equivalents
    (18,935 )     (185,073 )
Cash and cash equivalents, beginning of period
    72,060       384,360  
Cash and cash equivalents, end of period
  $ 53,125     $ 199,287  
                 
Supplemental disclosure
               
   Interest paid during the period
  $ 3,583     $ 3,686  
   Noncash transactions
               
     Sale of domain names and trademark application
               
     Extinguishment of related party payables
  $ (32,000 )   $ -  
     Extinguishment of convertible note payable
    (8,000 )     -  
     Cost of domain names
    6,333       -  
       Gain on sale of domain names and trademark application
  $ (33,667 )   $ -  
   Issuance of common stock for related party payables
               
     Reduction of related party payables
  $ (3,250 )   $ -  
 
4

 
WikiLoan, Inc.
Notes to Condensed Financial Statements
October 31, 2009  

                                              
1.  
Basis of Presentation
 
The accompanying unaudited condensed financial statements of WikiLoan, Inc., formerly known as Swap-A-Debt, Inc. , ( referred to as the "Company") have been prepared in accordance with accounting principles generally accepted in the United States of America, pursuant to the rules and regulations of the Securities and Exchange Commission. These financial statements do not include all information and notes required by accounting principles generally accepted in the United States of America for complete financial statements. It is recommended that these interim unaudited condensed consolidated financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2009.
 
In the opinion of management, all adjustments (consisting only of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine month periods ended October 31, 2009 are not necessarily indicative of the results which may be expected for any other interim periods or for the year ending January 31, 2010.
 
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.
 
On May 15, 2009, the Company changed its name from Swap-A-Debt, Inc. to WikiLoan, Inc.

2.  
Going Concern Uncertainty

The Company has had no significant revenue or significant assets since 2005.  At October 31, 2009 and January 31, 2009, the Company had accumulated losses of $5,545,140 and $5,267,564, respectively.  These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amount of liabilities that might be necessary should the Company be unable to continue as a going concern.

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

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

3.  
Line of Credit

On June 13, 2006, the Company was approved for a line of credit agreement with a bank for $100,000.  The line of credit bears interest at Prime, as defined in the agreement, with interest payments due monthly.  The line of credit is personally guaranteed by the Company’s President.  At October 31, 2009 and January 31, 2009, the Company owed $100,000 and $100,000, respectively.

5

 
WikiLoan, Inc.
Notes to Condensed Financial Statements
October 31,2009 

 
4.  
Convertible Notes Payable

On August 29, 2008, the Company issued a short-term convertible promissory note for $250,000.  The note accrues interest at 12% per annum.  The promissory note was extended until August 29, 2010.  The note is convertible into common shares of the Company at a conversion rate equal to 80% of the average closing price of the common stock ten trading days prior to the conversion notice.  On September 25, 2009, the Company received a Conversion Notice from the holder of this convertible note agreement for the conversion of $140,000 due under the note agreement for 1,750,000 common shares.  On October 29, 2009, the holder of this note agreement purchased domain names from the Company for principal debt reductions of $8,000.  At October 31, 2009, the Company owed $102,000 under this note agreement. The Company has accrued interest of $35,240 at October 31, 2009.
 
On May12, 2009, 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 May 12, 2010.  The note is convertible into common shares of the Company at a conversion rate equal to 80% of the average closing price of the common stock ten trading days prior to the conversion notice.  The Company has accrued interest of $2,815 at October 31, 2009.

On July 28, 2009, 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 July 28, 2010.  The note is convertible into common shares of the Company at a conversion rate equal to 80% of the average closing price of the common stock ten trading days prior to the conversion notice.  The Company has accrued interest of $1,500 at October 31, 2009.

On September 16, 2009, the Company issued a short-term convertible promissory note for $15,000.  The note accrues interest at 12% per annum and is due on or before March 14, 2010.  The note is convertible into common shares of the Company at a conversion rate equal to 75% of the average closing price of the common stock ten trading days prior to the conversion notice.  The Company has accrued interest of $225 at October 31, 2009.

On September 28, 2009, the Company issued a short-term convertible promissory note for $85,000.  The note accrues interest at 12% per annum and is due on or before September 28, 2010.  The note is convertible into common shares of the Company at a conversion rate equal to 80% of the average closing price of the common stock ten trading days prior to the conversion notice.  The Company has accrued interest of $850 at October 31, 2009.

5.  
Key Operating Officers

At October 31, 2009, the Company had two officers.  This puts the Company at a high degree of risk if they were no longer able to function in that capacity.

6.  
Common stock transactions

On September 25, 2009, the Company issued 1,750,000 common shares in connection with a convertible debt conversion of $140,000.

On October 29, 2009, the Company issued 325,000 common shares for settlement of amounts due to two related party entities aggregating $3,250.

6

 
WikiLoan, Inc.
Notes to Condensed Financial Statements
October 31, 2009

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

Basic and diluted earnings (loss) per share for the three months ended October 31, 2009 and 2008 were computed using 50,191,848 and 49,500,000 weighted average common shares outstanding, respectively.  Basic and diluted earnings (loss) per share for the nine months ended October 31, 2009 and 2008 were computed using 49,733,150 and 49,500,000 weighted average common shares outstanding, respectively. The Company does not have potentially dilutive shares issued or outstanding.

8.  
Sale of Domain Names and Trademark Applications

On October 29, 2009, the Company completed the sale of 17 domain names and a trademark application unrelated to the Company’s peer-to-peer lending business for debt reductions of $40,000, of which $32,000 was owed to two entities owned by the Company’s officers for consulting services and $8,000 in convertible notes payable reductions (Note 4).  The Company’s recorded cost in the domain names and trademark applications was $6,333.

 
7

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

Our business

WikiLoan is a website that provides tools for person-to-person borrowing and lending. People can use the tools on the website to borrow and lend money ($1,000 to $25,000) among themselves at rates that make sense to all parties. WikiLoan provides management tools that allow Borrowers and Lenders to manage the process by: providing loan documentation, promissory notes, repayment schedules, email reminders, online account access, and online repayment.

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

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

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

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

Based on our revenue model, we earn revenue from the fees for the services we provide which are; $25 for credit scoring, $35 for loan documentation, and a 1% annual administrative fee on the adjusted outstanding principle from the lender. While these fees constitute the initial revenue model, we believe it is highly likely the company will develop additional revenue streams in the very near future with website advertising, credit card and auto loan origination and/or referral fees likely showing the most realistic near-term potentials.

We had limited revenues during the nine months ended October 31, 2009 and no revenues during the nine months ended October 31, 2008. Our expenses during that time incurred general and administrative expenses in the amount of $269,311 and $429,585, 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 $1,631 in revenue since 2005 and at October 31, 2009 and January 31, 2009, the Company had accumulated losses of $5,545,140 and $5,267,564, 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 26, 2008, we effectuated a 1:20 reverse split.  Additionally, we purchased the domain names and business plan of “Swap-A-Debt, Inc.” in exchange for 22,200,000 post-split shares.  On April 18, 2008, the three holders of the Convertible Notes Payable amounting to $1,130,000 converted their notes into 9,040,000 shares of Common Stock in full satisfaction of the debt outstanding.
 
8

 
On May 15, 2009, the Board of Directors authorized the change of its name from Swap-A-Debt, Inc. to WikiLoan Inc.
 
PLAN OF OPERATION

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

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

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

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

4)  
We will continue to pursue a major funding through a hedge fund or broker dealer to enable us to accelerate our business plan.
 
Over the next 12 months, we anticipate our expenses could range from $300,000 to $3,600,000, depending upon financing and the acceleration of our business plan.

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

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

RESULTS OF OPERATIONS

As of the quarter ended October 31, 2009, we had cash on hand of $53,125 and our total assets were $136,876 while our total liabilities consisted of an Outstanding Line of Credit in the amount of $100,000, accrued interest of $40,630 and short-term convertible notes payable aggregating $302,000, with $102,000 due on August 29, 2010, $50,000 due on May 12, 2010, $15,000 due on March 14, 2010,$50,000 due on July 28, 2010, and $85,000 due on September 28, 2010.  With the continued losses and a resulting accumulated deficit of $5,425,736, we have negative shareholder’s equity in the amount of $326,840.  We are currently operating at a loss and we have a net loss of $122,164 for the quarter ended October 31, 2009. Our auditor has expressed doubt as to whether we will be able to continue to operate as a “going concern” due to the fact that the company has not had significant revenue since 2005 and will need to raise capital to further its operations. We do not expect to be able to satisfy our cash requirements to continue to operate over the next twelve months unless we obtain additional funding or our revenues significantly improve. If the market does not begin to improve, we will need to raise additional funds to continue to operate as a “going concern.” There is no guarantee that we will be able to raise additional funds and if we are unsuccessful in raising the funds, we may be forced to close our business operations.

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

LIQUIDITY AND CAPITAL RESOURCES

As of October 31, 2009, we had cash of $53,125.  However, due to the current instability of the credit market and our limited history with limited revenue, we will require additional funds to continue to operate. We will continue to operate on a reduced budget until such time as more capital is raised.  We have no written agreement with Management to legally insure that they will provide the funding for our operations.  Although we have no commitments for capital, we may raise additional funds through:

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

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

As to the following serious conditions:
 
 
9


1)  
As of October 31, 2009, we had cash of $53,125;

2)  
We received an aggregate of $1,050,000 from the sale of seven promissory notes in fiscal 2008 and 2009;

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.
  
On August 29, 2008, the Company received additional outside funding in the amount of $250,000 in the form of a short-term 12% convertible promissory note, payable August 29, 2010.

On May 12, 2009, the Company received additional outside funding in the amount of $50,000 in the form of a short-term 12% convertible promissory note, payable May 12, 2010.

On July 28, 2009, the Company received additional outside funding in the amount of $50,000 in the form of a short-term 12% convertible promissory note, payable July 28, 2010.
 
On September 16, 2009, the Company received additional outside funding in the amount of $15,000 in the form of a short-term 12% convertible promissory note, payable March 14, 2010.
 
On September 28, 2009, the Company received additional outside funding in the amount of $85,000 in the form of a short-term 12% convertible promissory note, payable September 28, 2010.
 
At this time, Management has not identified any sources of additional financing. Upon developing a trading market for the common stock Management 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 Management to legally insure that they will provide the funding for our operations. Although we have no commitments for capital, we may attempt to raise additional funds through public offerings of equity, securities convertible into equity or debt, and private offerings of securities or debt, as our previous efforts raised $1,050,000. Given our history of raising money, there is no guarantee that we will be successful in obtaining funds through public or private offerings in order to fund our operations. Our investors should assume that any additional funding may cause substantial dilution to current stockholders. In addition, we may not be able to raise additional funds on favorable terms, if at all.

To date, we have been able to secure $1,050,000 that we raised through two convertible promissory notes in January 2008 for $300,000 each, one convertible promissory note for $250,000 in August 2008, two convertible promissory notes for $50,000 each in May and July 2009 and two convertible promissory notes for $15,000 and $85,000 in September 2009. We may also rely on sources to borrow funds in the form of loans.

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

Off Balance Sheet Arrangements

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

 
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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).

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, 2009. Management believes that the application of these policies on a consistent basis enables us to provide useful and reliable financial information about our Company's operating results and financial condition.  

Recently Issued Accounting Pronouncements

In May 2009, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 165, Subsequent Events (“SFAS 165”), which provides guidance to establish general standards of accounting for and disclosures of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. SFAS 165 also requires entities to disclose the date through which subsequent events were evaluated as well as the rational as to why the date was selected. SFAS 165 is effective for interim and annual periods ended after June 15, 2009. The Company has adopted the provisions of SFAS 165. The Company has evaluated subsequent events through December 8, 2009.   In July 2009, the FASB issued Statement of Financial Accounting Standards (“SFAS”) No. 168, FASB Accounting Standards Codification ™ and the Hierarchy of Generally Accepted Accounting Principles — a replacement of FASB Statement No. 162 (“SFAS 168”). With the issuance of SFAS 168, the FASB Standards Codification (“Codification”) becomes the single source of authoritative U.S. accounting and reporting standards applicable for all non-governmental entities, with the exception of guidance issued by the Securities and Exchange Commission. The Codification does not change current U.S. GAAP, but changes the referencing of financial standards and is intended to simplify user access to authoritative U.S. GAAP, by providing all the authoritative literature related to a particular topic in one place. The Codification is effective for interim and annual periods ended after September 15, 2009. At that time, all references made to U.S. GAAP will use the new Codification numbering system prescribed by the FASB.  
 
We do not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements.
 
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).
 
Item 3.  Quantitative and Qualitative Disclosures About Market Risk
 
The Company is subject to certain market risks, including changes in interest rates and currency exchange rates.  The Company does not undertake any specific actions to limit those exposures.
 
Item 4T.  Controls and Procedures

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

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

None
 
Item 2.      Unregistered Sales of Equity Securities and Use of Proceeds.
 
On September 25, 2009, the Company issued 1,750,000 common shares in connection with a convertible debt conversion of $140,000.

On October 29, 2009, the Company issued 325,000 common shares for settlement of amounts due to two related party entities aggregating $3,250.
 
Item 3.      Defaults Upon Senior Securities.
 
None.
 
Item 4.      Submission of Matters to a Vote of Security Holders.
 
None.
 
Item 5.     Other Information.
 
None
 
Item 6.      Exhibits and Reports of Form 8-K.
 
(a)              Exhibits
 
                  31.1 Certifications pursuant to Section 302 of Sarbanes Oxley Act of 2002
 
                  32.1 Certifications pursuant to Section 906 of Sarbanes Oxley Act of 2002
 
 
 
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SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
WIKILOAN INC.
   
Date: December 8, 2009 
By:  
/s/ Edward C. DeFeudis
   
Edward C. DeFeudis
   
Edward C. DeFeudis
President, Chief Financial Officer,
Principal Accounting Officer
and Chairman of the Board
 


 
 

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