10-Q 1 f10q0409_swap.htm QUARTERLY REPORT FOR THE PERIOD ENDING 04/09 f10q0409_swap.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 April 30, 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 
  
59-2754843 
(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)
 _______________
 
(305) 394-8345
 (Issuer Telephone number)
_______________
 
SWAP-A-DEBT, INC.
940 Lincoln Road, Suite 220
Miami, FL 33139
 (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 June 8, 2009:  49,500,000 shares of Common Stock.  
 
 
 
WIKILOAN INC.
 
FORM 10-Q
 
April 30, 2009
 
INDEX
 
 
PART I-- FINANCIAL INFORMATION
 
Item 1.
Financial Statements
1
Item 2.
Management’s Discussion and Analysis of Financial Condition
13
Item 3
Quantitative and Qualitative Disclosures About Market Risk
16
Item 4T.
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.
Submission of Matters to a Vote of Security Holders
17
Item 5.
Other Information
17
Item 6.
Exhibits and Reports on Form 8-K
17
 
SIGNATURE
 
 
 
 
Item 1. Financial Information
 

WIKILOAN INC.
(A DEVELOPMENT STAGE COMPANY)


 
 
 
 
 
 
 
 
 
 
 
WikiLoan, Inc. (formerly known as Swap-A-Debt, Inc.)
      
Index to Condensed Financial Statements
      
April 30, 2009
      
         
         
       
Page
       
Number
         
Condensed Financial Statements:
      
         
 
Condensed Balance Sheets as of April 30, 2009 (unaudited) and January 31, 2009
1
         
 
Condensed Statements of Operations for the three months ended
  
2
 
  April 30, 2009 and 2008 (Unaudited)
      
         
 
Condensed Statement of Cash Flows for the three months ended
  
3
 
  April 30, 2009 and 2008 (Unaudited)
      
         
 
Notes to Condensed Financial Statements
    
4
         
 
 
 
 
WikiLoan, Inc. (formerly known as Swap-A-Debt, Inc.)
            
Condensed Balance Sheets
            
April 30, 2009 (Unaudited) and January 31, 2009
            
             
   
April 30,
    
January 31,
  
Assets
  
2009
    
2009
  
Current assets
            
    Cash and cash equivalents
   $ 11,394     $ 72,060  
        Total current assets
     11,394       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
     (7,565 )     (7,048 )
        Property and equipment, net
     742       1,259  
                 
Other assets
                
    Domain names
     29,940       28,000  
    Software development costs
     81,405       92,753  
        Total other assets
     111,345       120,753  
                 
        Total assets
   $ 123,481     $ 194,072  
                 
Liabilities and Shareholders' Deficit
                
Liabilities
                
    Line of credit
   $ 100,000     $ 100,000  
    Accrued interest
     20,240       12,740  
    Convertible notes payable
     250,000       250,000  
        Total liabilities
     370,240       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;
                
       49,500,000 and 49,500,000 shares issued and outstanding, respectively
     49,500       49,500  
    Additional paid-in capital
     5,049,396       5,049,396  
    Accumulated deficit
     (5,345,655 )     (5,267,564 )
        Total stockholders' deficit
     (246,759 )     (168,668 )
            Total liabilities and stockholders' equity
   $ 123,481     $ 194,072  
                 
 
 
The accompanying notes are an integral part of these financial statements.
-1-
 
WikiLoan, Inc. (formerly known as Swap-A-Debt, Inc.)
            
Condensed Statements of Operations
            
For the Three Months Ended April 30, 2009 and 2008 (Unaudited)
        
             
   
April 30,
  
   
2009
    
2008
  
             
Revenues
   $ -     $ -  
                 
Operating expenses
                
    Selling, general and administrative expenses
     69,627       86,166  
    Research and development costs
     -       5,640  
        Total operating expenses
     69,627       91,806  
                 
Income (loss) from operations
     (69,627 )     (91,806 )
                 
Other income (expense)
                
    Gain from extinguishment of officer accrued salaries
     -       431,583  
    Interest expense
     (8,464 )     (1,083 )
        Total other income (expense)
     (8,464 )     430,500  
                 
Income (loss) before provision for income taxes
     (78,091 )     338,694  
                 
Provision for income taxes
     -       -  
                 
Net income (loss)
     (78,091 )     338,694  
                 
Unrealized gain on marketable securities
     -       6,750  
                 
Comprehensive income (loss)
   $ (78,091 )   $ 345,444  
                 
Basic and fully diluted earnings (loss) per common share:
                
    Earnings (loss) per common share
   $ (0.00 )   $ 0.01  
Basic and fully diluted weighted average common shares outstanding
     49,500,000       30,739,108  
 
 
The accompanying notes are an integral part of these financial statements.
-2-
 
 
WikiLoan, Inc. (formerly known as Swap-A-Debt, Inc.)
            
Condensed Statements of Cash Flows
            
For the Three Months Ended April 30, 2009 and 2008 (Unaudited)
        
             
   
April 30,
  
   
2009
    
2008
  
             
Cash Flows Provided From (Used By) Operating Activities
            
    Net income (loss)
   $ (78,091 )   $ 338,694  
    Adjustments to reconcile net income (loss) to net cash
                
      provided from (used by) operating activities:
                
        Depreciation and amortization
     11,865       10,355  
        Common stock issued for services
     -       15,000  
        Increase (decrease) in accrued interest
     7,500       -  
        Increase (decrease) in accrued salaries
     -       (431,583 )
          Net cash provided from (used by) operating activities
     (58,726 )     (67,534 )
                 
Cash Flows Provided From (Used By) Investing Activities
                
    Purchase of marketable securities
     -       (5,625 )
    Purchase of Domain Names
     (1,940 )     (2,500 )
        Net cash provided from (used by) investing activities
     (1,940 )     (8,125 )
                 
Cash Flows Provided From (Used By) Financing Activities
                
    Borrowings from line of credit, net
     -       -  
        Net cash provided from (used by) financing activities
     -       -  
                 
Net increase (decrease) in cash and cash equivalents
     (60,666 )     (75,659 )
                 
Cash and cash equivalents, beginning of period
     72,060       384,360  
                 
Cash and cash equivalents, end of period
   $ 11,394     $ 308,701  
                 
Supplemental disclosure
                
    Interest paid during the period
   $ 964     $ 1,083  
                 
 
 
The accompanying notes are an integral part of these financial statements.
-3-
 
WikiLoan, Inc. (formerly known as Swap-A-Debt, Inc.)
Notes to Condensed Financial Statements
April 30, 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 month period ended April 30, 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.

2.  
Going Concern Uncertainty

The Company has had no revenue or significant assets since 2005.  At April 30, 2009 and January 31, 2009, the Company had accumulated losses of $5,345,655 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 sole officer.  At April 30, 2009 and January 31, 2009, the Company owed $100,000 and $100,000, respectively.


-4-

WikiLoan, Inc. (formerly known as Swap-A-Debt, Inc.)
Notes to Condensed Financial Statements
April 30, 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.  During March 2009, the promissory note was extended until August 29, 2009.  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.

5.  
Contingent Liabilities

The Company is subject to litigation, primarily as a result of customer claims, in the ordinary conduct of its operations.  As of April 30, 2009, the Company had no knowledge of any legal proceedings, which, by themselves, or in the aggregate, would not be covered by insurance or could be expected to have a material adverse effect on the Company.

6.  
Key Operating Officers

At April 30, 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.

7.  
Common stock transactions

There were no issuances of common stock during the quarter ended April 30, 2009.
 
8.  
Basic and Diluted Earnings (Loss) Per Common Share

Basic and diluted earnings (loss) per share for the three months ended April 30, 2009 and 2008 were computed using 49,500,000 and 30,739,108 weighted average common shares outstanding, respectively.  The Company does not have potentially dilutive shares issued or outstanding.
 
9.
Subsequent Events

On May 15, 2009, the Board of Directors authorized the change of the Company’s name from Swap-A-Debt, Inc. to WikiLoan Inc.
 
-5-
 
 
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

We are a development stage company in the peer-to-peer (P2P) lending space and we have not generated any revenue since 2005. Our mission is to create the most efficient non-institutional, Internet-based lending community of individual borrowers and lenders that come together to make personal loans in which both parties benefit.  Our target market is personal loans ranging from $1,000-$25,000.
  
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 are going to provide screening and credit checks on borrowers and allows 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 intend to earn revenue from the fees for the services it provides which are typically 1% to 3% based on the size and the credit rating of the borrower. Additionally, we will charge a 1% annual servicing fee from the borrower on all outstanding balances. While these fees constitute the initial revenue model, we believe it is highly likely the company will develop additional 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 no operations during the fiscal year ended April 30, 2009 and 2008. Our expenses during that time incurred general and administrative expenses in the amount of $69,627 and $86,166, respectively. These expenses occurred developing our Web technology and establishing the necessary infrastructure to launch its services.

Our auditors have raised substantial doubt as to our ability to continue as a “Going Concern” as we have generated no revenue since 2005 and at April 30, 2009 and February 1, 2009, the Company had accumulated losses of $5,345,655 and $5,267,564, respectively. Our continued existence is dependent on our ability to generate sufficient cash flow from operations to support its 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.

On May 15, 2009, the Board of Directors authorized the change of its name from Swap-A-Debt, Inc. to WikiLoan Inc.
 
 
-6-

 
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 are a development stage company and plan to work with Hadlock and Associates of Natick MA 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. We believe that we could operate with our current cash on hand while satisfying any shortfall in cash flow with income that will be generated after the launch of our website.

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

RESULTS OF OPERATIONS

As of the quarter ended April 30, 2009, we had cash on hand of $11,394 and our total assets were $123,481 while our total liabilities consisted of an Outstanding Line of Credit in the amount of $100,000, accrued interest of $20,240 and a short-term convertible note payable in the amount of $250,000 due on August 29, 2009.  With the continued losses and a resulting accumulated deficit of $370,240, we have negative shareholder’s equity in the amount of $246,759.

We are currently operating at a loss and we have a net loss of $78,091 for the quarter ended April 30, 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 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, 2009, we had cash of $11,394.  However, due to the current instability of the credit market and our limited history with no revenue, we may require additional funds to continue to operate. We will continue to operate on a reduced budget until such time as more capital is raised.  We have no written agreement with Mr. DeFeudis to legally insure that he will provide the funding for our operations.  Although we have no commitments for capital, other than verbal assurances from Mr. DeFeudis, we may raise additional funds through:

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

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

During this offering, the Company has agreed to bear the expenses of the registration of the shares, including legal and accounting fees, and such expenses are estimated to be approximately $25,000. As to the following serious conditions:

1)  
As of April 30, 2009, we had cash of $11,394;

2)  
We received an aggregate of $850,000 from the sale of three promissory notes in 2008;

3)  
Our auditor had determined that based on our financial condition there is substantial doubt as to whether we can continue to operate as a going concern.
  
 
-7-
 
 
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 December 29, 2008.
 
At this time, Mr. DeFeudis has not identified any sources of additional financing. Upon developing a trading market for the common stock he intends to seek additional sources of financing through hedge funds and/or licensed broker-dealers, however, given our precarious financial condition and our lack of business, a trading market may not develop in the foreseeable future.

We have no written agreement with Mr. DeFeudis to legally insure that he will provide the funding for our operations. Although we have no commitments for capital, other than verbal assurances from Mr. DeFeudis, we may attempt to raise additional funds through public offerings of equity, securities convertible into equity or debt, and private offerings of securities or debt, as our previous efforts raised $850,000. Given our history of raising money, there is no guarantee that we will be successful in obtaining funds through public or private offerings in order to fund our operations. Our investors should assume that any additional funding will cause substantial dilution to current stockholders. In addition, we may not be able to raise additional funds on favorable terms, if at all.

To date, we have been able to secure $850,000 that we raised through two convertible promissory notes in January 2008 for $300,000 each and one convertible promissory note for $250,000 in August 2008. Since August, we have not been able to raise any additional capital. We may also rely on sources to borrow funds in the form of loans.

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

Off Balance Sheet Arrangements

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

 
-
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.
 
 
-8-

 
A summary of significant accounting policies is included in Note 3 to the audited financial statements for the year ended January 31, 2008. 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

On June 5, 2003, the United States Securities and Exchange Commission (“SEC”) adopted final rules under Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”), as amended by SEC Release No. 33-8934 on June 26, 2008. Commencing with its annual report for the year ending January 31, 2010, we will be required to include a report of management on its internal control over financial reporting. The internal control report must include a statement

·
Of management’s responsibility for establishing and maintaining adequate internal control over its financial reporting;

·
Of management’s assessment of the effectiveness of its internal control over financial reporting as of year end; and

·
Of the framework used by management to evaluate the effectiveness of our internal control over financial reporting.
  
Furthermore, in the following year, it is required to file the auditor’s attestation report separately on our internal control over financial reporting on whether it believes that we have maintained, in all material respects, effective internal control over financial reporting.

On September 15, 2006, the Financial Accounting Standards Board (“FASB”) issued FASB Statement No. 157 “Fair Value Measurements” (“SFAS No. 157”). SFAS No. 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. SFAS No. 157 is effective as of the beginning of the first fiscal year beginning after November 15, 2007. We do not anticipate that the adoption of this statement will have a material effect on our financial condition and results of operations.

On February 15, 2007, the FASB issued FASB Statement No. 159 “The Fair Value Option for Financial Assets and Financial Liabilities: Including an amendment of FASB Statement No. 115” (“SFAS No. 159”). SFAS No. 159 permits all entities to elect to measure many financial instruments and certain other items at fair value with changes in fair value reported in earnings. SFAS No. 159 is effective as of the beginning of the first fiscal year that begins after November 15, 2007, with earlier adoption permitted. We do not anticipate that the adoption of this statement will have a material effect on our financial condition and results of operations.

In June 2007, the Emerging Issues Task Force of the FASB issued EITF Issue No. 07-3 “Accounting for Nonrefundable Advance Payments for Goods or Services to be Used in Future Research and Development Activities” (“EITF Issue No. 07-3”) which is effective for fiscal years beginning after December 15, 2007. EITF Issue No. 07-3 requires that nonrefundable advance payments for future research and development activities be deferred and capitalized. Such amounts will be recognized as an expense as the goods are delivered or the related services are performed. We do not expect the adoption of EITF Issue No. 07-3 to have a material impact on our financial results.

In December 2007, the FASB issued FASB Statement No. 141 (Revised 2007) “Business Combinations” (“SFAS No. 141(R)”), which requires us to record fair value estimates of contingent consideration and certain other potential liabilities during the original purchase price allocation, expense acquisition costs as incurred and does not permit certain restructuring activities previously allowed under Emerging Issues Task Force Issue No. 95-3 to be recorded as a component of purchase accounting. SFAS No. 141(R) applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008, except for the presentation and disclosure requirements, which shall be applied retrospectively for all periods presented. We will adopt this standard at the beginning of our year ending December 31, 2008 for all prospective business acquisitions. We have not determined the effect that the adoption of SFAS No. 141(R) will have on our financial results.

In December 2007, the FASB issued FASB Statement No. 160 “Noncontrolling Interests in Consolidated Financial Statements - an amendment of ARB No. 51” (“SFAS No. 160”), which causes noncontrolling interests in subsidiaries to be included in the equity section of the balance sheet. SFAS No. 160 applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008, except for the presentation and disclosure requirements, which shall be applied retrospectively for all periods presented. We will adopt this standard at the beginning of our year ending December 31, 2008 for all prospective business acquisitions. We have not determined the effect that the adoption of SFAS No. 160 will have on our financial results.
 
 
-9-

 
In March 2008, the FASB issued FASB Statement No. 161 “Disclosures about Derivative Instruments and Hedging Activities an amendment of FASB Statement No. 133” (“SFAS No. 161”), which changes the disclosure requirements for derivative instruments and hedging activities. Pursuant to SFAS No.161, Entities are required to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. SFAS No. 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008 with early application encouraged. SFAS No. 161 encourages but does not require disclosures for earlier periods presented for comparative purposes at initial adoption. In years after initial adoption, this Statement requires comparative disclosures only for periods subsequent to initial adoption. We will adopt this standard at the beginning of our year ending December 31, 2008. We do not expect the adoption of SFAS No. 161 to have a material impact on our financial results.
 
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.
 
 
-10-
 
 
PART II - OTHER INFORMATION
 
Item 1.      Legal Proceedings.
 
We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.
 
Item 1A.   Risk Factors.

None
 
Item 2.      Unregistered Sales of Equity Securities and Use of Proceeds.
 
None.
 
Item 3.      Defaults Upon Senior Securities.
 
None.
 
Item 4.      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
 
(b)             Reports of Form 8-K  
 
                  None.
 
 
 
-11-
 
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: June 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
 


 
 
 
-12-