ALLTEMP, INC. - FORM 10-Q

Attached files

file	filename
EX-32.1 - CERTIFICATION PURSUANT TO SECTION 906 OF SARBANES OXLEY ACT OF 2002 - ALLTEMP, INC.	f10q0411ex32i_wikiloan.htm
EX-31.2 - CERTIFICATION PURSUANT TO SECTION 302 OF SARBANES OXLEY ACT OF 2002 - ALLTEMP, INC.	f10q0411ex31ii_wikiloan.htm
EX-32.2 - CERTIFICATION PURSUANT TO SECTION 906 OF SARBANES OXLEY ACT OF 2002 - ALLTEMP, INC.	f10q0411ex32ii_wikiloan.htm
EX-31.1 - CERTIFICATION PURSUANT TO SECTION 302 OF SARBANES OXLEY ACT OF 2002 - ALLTEMP, INC.	f10q0411ex31i_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 April 30, 2011

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 its Charter)

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

1093 Broxton Avenue Suite 210

Los Angeles, CA 90024

(Address of principal executive offices)

_______________

(310) 443-9246

(Registrant’s telephone number, including area code)

_______________

(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).

Yeso 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 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 equity, as of June 12, 2011: 49,758,567 shares of Common Stock were issued and outstanding.

WIKILOAN INC.

FORM 10-Q

April 30, 2011

INDEX

PART I—FINANCIAL INFORMATION

Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	7
Item 3	Quantitative and Qualitative Disclosures About Market Risk	11
Item 4.	Control and Procedures	11

PART II—OTHER INFORMATION

Item 1	Legal Proceedings	11
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.	Removed and Reserved	12
Item 5.	Other Information	12
Item 6.	Exhibits	12

SIGNATURES

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

WikiLoan, Inc.

Condensed Balance Sheets

April 30, 2011 (Unaudited) and January 31, 2011

	April 30,			January 31,
Assets	2011			2011
Current assets
Cash and cash equivalents	$	224,857		$	35,631
Accounts receivable		-			196,485
Prepaid consulting fees		46,900			64,488
Total current assets		271,757			296,604
Property and equipment, net		-			-
Other assets
Domain names		25,042			25,042
Software development costs		-			1,969
Deferred payment processing costs		115,000			122,500
SDI distribution agreement		-			51,000
Total other assets		140,042			200,511
Total assets	$	411,799		$	497,115

Liabilities and Shareholders' Deficit
Liabilities
Accounts payable	$	60,000		$	256,485
Accrued interest		3,932			40,750
Derivative liability		1,153,368			1,914,672
Convertible notes payable, net of discount		174,705			413,028
Total liabilities		1,392,005			2,624,935
Stockholders' equity (deficit)
Preferred stock - par value $0.01; 10,000,000 shares authorized;
none issued and outstanding		-			-
Common stock; par value $0.001; 750,000,000 shares authorized;
49,758,567 and 47,597,069 shares issued and outstanding, respectively		59,597			57,435
Additional paid-in capital		7,644,080			6,860,256
Accumulated deficit		(8,674,045	)		(9,035,673	)
Treasury stock, 9,837,500 common shares, at cost		(9,838	)		(9,838	)
Total stockholders' deficit		(980,206	)		(2,127,820	)
Total liabilities and stockholders' equity	$	411,799		$	497,115

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

WikiLoan, Inc.

Condensed Statements of Operations

For the Three Months Ended April 30, 2011 and 2010 (Unaudited)

	April 30,
	2011			2010

Revenues	$	126		$	624

Operating expenses
Selling, general and administrative expenses		131,257			112,359
Research and development costs		-			-
Total operating expenses		131,257			112,359

Income (loss) from operations		(131,131	)		(111,735	)

Other income (expense)
Derivative gain (loss)		522,610			(47,396	)
Interest expense		(29,851	)		(67,053	)
Total other income (expense)		492,759			(114,449	)

Income (loss) before provision for income taxes		361,628			(226,184	)

Provision for income taxes		-			-

Net income (loss)	$	361,628		$	(226,184	)

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		48,677,818			53,077,139

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

WikiLoan, Inc.

Condensed Statements of Cash Flows

For the Three Months Ended April 30, 2011 and 2010 (Unaudited)

	April 30,
	2011			2010

Cash Flows Provided From (Used By) Operating Activities
Net income (loss)	$	361,628		$	(226,184	)
Adjustments to reconcile net income (loss) to net cash
provided from (used by) operating activities:
(Gain) loss on derivative liabilities		(522,610	)		47,396
Amortization of debt discount		17,059			56,104
Depreciation and amortization		60,469			16,348
(Increase) decrease in accounts receivable		196,485			-
(Increase) decrease in prepaid consulting		17,588			-
Increase (decrease) in accounts payable		(196,485	)		-
Increase (decrease) in accrued interest		10,092			10,148
Net cash provided from (used by) operating activities		(55,774	)		(96,188	)
Cash Flows Provided From (Used By) Investing Activities
Purchase of Domain Names		-			-
Net cash provided from (used by) investing activities		-			-
Cash Flows Provided From (Used By) Financing Activities
Proceeds from issuance of convertible notes		260,000			160,000
Repayments of convertible notes		(15,000	)		-
Net cash provided from (used by) financing activities		245,000			160,000
Net increase (decrease) in cash and cash equivalents		189,226			63,812
Cash and cash equivalents, beginning of period		35,631			28,460
Cash and cash equivalents, end of period	$	224,857		$	92,272

Supplemental disclosure
Interest paid during the period	$	2,700		$	964
Noncash transactions:
Conversion of convertible debt into common stock	$	435,000		$	212,000
Conversion of accrued interest into common stock	$	46,910		$	50,076
Common stock issued for SDI agreement	$	-		$	110,000

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

WikiLoan, Inc.

Notes to Condensed Financial Statements

April 30, 2011

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, 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 month period ended April 30, 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.

2.	Going Concern Uncertainty

The Company has operated at a loss since 2005. At April 30, 2011 and January 31, 2010, the Company had accumulated losses of $8,674,045 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.

WikiLoan, Inc.

Notes to Condensed Financial Statements

April 30, 2011

3.	Convertible Notes Payable

Convertible notes payable consist of the following at April 30, 2011 and January 31, 2011:

	April 30, 2011			Jan. 31, 2011
Convertible note payable to an individual dated March 16, 2011, interest at 12%, due on or before Sept. 16, 2011, convertible into shares of common stock at a conversion price equal to the 10 day average closing price multiplied by 0.75
Convertible note payable to an individual dated March 23, 2010, interest at 12%, due on or before Sept. 23, 2010, convertible into shares of common stock at a conversion price equal to the 10 day average closing price multiplied by 0.75	$	260,000		$	-
Convertible note payable to an individual dated Sept. 16, 2009, interest at 12%, due on or before Jan. 16, 2011, convertible into shares of common stock at a conversion price equal to the 10 day average closing price multiplied by 0.75		-			150,000
Convertible note payable to an individual dated Sept. 28, 2009 interest at 12%, due on or before Sept. 28, 2010, convertible into shares of common stock at a conversion price equal to the 10 day average closing price multiplied by 0.80		-			15,000
Convertible note payable to an individual dated October 26, 2010 interest at 12%, due on or before April 26, 2011, convertible into shares of common stock at a conversion price equal to the 10 day average closing price multiplied by 0.75		-			85,000

Convertible note payable to an individual dated Jan. 21, 2010, Interest at 12%, due on or before July 21, 2010, convertible Into shares of common stock at a conversion price equal to The 10 day average closing price multiplied by 0.75		-			150,000
Less discount on convertible debt		(85,295	)		(36,972
Total	$	174,705		$	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.

WikiLoan, Inc.

Notes to Condensed Financial Statements

April 30, 2011

At April 30, 2011 and January 31, 2011, the Company had accrued interest of $3,932 and $40,750, respectively, under these convertible note agreements.

4.	Key Operating Officers

At April 30, 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

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

Basic and diluted earnings (loss) per share for the three months ended April 30, 2011 and 2010 were computed using 48,677,818 and 53,077,139 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.	Subsequent Event

Management has evaluated subsequent events through June 13, 2011, the date which the financial statements were available to be issued.

On May 4, 2011, the Company shareholders approved a 1 for 10 forward stock split, with an effective date of June 1, 2011. In addition, the Company approved increasing its authorized common shares from 70,000,000 to 750,000,000.

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

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

Our Business

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

Peer-to-peer lending is one of the fastest growing sectors of the financial services industry. While the market for such lending is currently relatively small, and with only approximately $650 million borrowed and lent during all of 2007, the market is already experiencing significant growth and is projected to boom over the coming years reaching nearly $6 billion in loans by 2011.

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

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

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

Borrowers pay a $49 "Borrower Application Fee". Lenders pay 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 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 $126 in revenues during the three months ended April 30, 2011 and $624 revenues during the three months ended April 30, 2010. Our expenses during that time incurred general and administrative expenses in the amount of $131,257 and $112,359, 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 limited revenue since 2005 and at April 30, 2011 and January 31, 2011, the Company had accumulated losses of $8,674,045 and $9,035,673, respectively. Our continued existence is dependent on our ability to generate sufficient cash flow from operations to support our daily operations, as well as, to provide sufficient resources to retire existing liabilities and obligations on a timely basis.

Plan of Operation

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

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

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

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

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

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

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

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

Results of Operations

As of the quarter ended April 30, 2011, we had cash on hand of $224,857 and our total assets were $411,799. Our total liabilities consisted of an accounts payable in the amount of $60,000, accrued interest of $3,932, derivative liabilities related to convertible debts and outstanding warrants of $1,153,368, short-term convertible notes payable, net of discounts aggregating $174,705, with $260,000 due on September 16, 2011. With the continued losses and a resulting accumulated deficit of $8,674,045, we have $980,206 in shareholder’s deficit. We are currently operating at a loss and we have a loss from operations of $131,131 for the three months ended April 30, 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.

Liquidity and Capital Resources

As of April 30, 2011, we had cash of $224,857. However, due to the current instability of the credit market and our limited history with limited revenue, we will require additional funds to continue to operate. We will continue to operate on a reduced budget until such time as more capital is raised. We have no written agreement with Management to legally insure that they will provide the funding for our operations. Although we have no commitments for capital, we may raise additional funds through:

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

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

As to the following serious conditions:

1)	As of April 30, 2011, we had cash of $224,857;

2)	We received an aggregate of $260,000 from the sale of one promissory note in the first quarter of 2011;

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 March 16, 2011, the Company repaid the $15,000 convertible note payable plus accrued interest of $2,700.

At April 30, 2011 and January 31, 2011, the Company had accrued interest of $3,932 and $40,750, respectively, under these convertible note agreements.

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

We have no written agreement with our management to legally insure that they will provide the funding for our operations. Although we have no commitments for capital, we may attempt to raise additional funds through public offerings of equity, securities convertible into equity or debt, and private offerings of securities or debt, as our previous efforts raised $1,735,000. 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 $1,735,000 that we raised through two convertible promissory notes in January 2008 for $300,000 each, one convertible promissory note for $250,000 in August 2008, two convertible promissory notes for $50,000 each in May and July 2009, two convertible promissory notes for $15,000 and $85,000 in September 2009, one convertible promissory note for $50,000 in January 2010, one convertible promissory note for $75,000 in May 2010, one convertible promissory note for $150,000 in October 2010 and one convertible promissory note for $260,000 in March 2011. We may also rely on sources to borrow funds in the form of loans.

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

Off Balance Sheet Arrangements

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

	-	Any obligation under certain guarantee contracts;

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

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

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

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

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

Critical Accounting Policies

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

A summary of significant accounting policies is included in Note 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

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

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

Subsequent Events

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

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

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

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

Item 1A. Risk Factors.

None

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

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. The principal amount of the notes totaled $435,000 plus $46,910 of accrued interest. These shares were issued in reliance on the exemption under Section 4(2) of the Securities Act of 1933, as amended (the “Act”). These shares of our Common Stock qualified for exemption under Section 4(2) of the Securities Act of 1933 since the issuance shares 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 shares offered. We did not undertake an offering in which we sold a high number of shares to a high number of investors. In addition, these shareholders had the necessary investment intent as required by Section 4(2) since they agreed to and received share certificates bearing a legend stating that such shares are restricted pursuant to Rule 144 of the 1933 Securities Act. This restriction ensures that these shares would not be immediately redistributed into the market and therefore not be part of a 'public offering.' 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 of 1933 for this transaction.

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 Chief 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 Chief 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 Chief 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 Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes Oxley Act of 2002

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.

	WIKILOAN INC.

Date: June 14, 2011	By:	/s/ Marco Garibaldi
		Marco Garibaldi
	By:	Chief Executive Officer (Duly Authorized Officer and Principle Executive Officer) /s/ Edward C. DeFeudis
		Edward C. DeFeudis President, Chief Financial Officer and Chairman of the Board (Duly Authorized Officer and Principal Financial Officer)

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