SecProbe.io

March 20, 2012
 Via E-mail

Mr. Edward C. DeFeudis President and Chief Financial Officer WikiLoan, Inc.
1093 Broxton Avenue, Suite 210
Los Angeles, CA 90024
Re: WikiLoan, Inc.
 Form 8-K
Filed February 14, 2012 Schedule 14C Filed August 5, 2011 Form 10-Q for the Quarterly Periods Ended  July 31, 2011 and October 31, 2011 Filed September 19, 2011 and December 15, 2011 Form 10-K for the Fiscal Years Ended  January 31, 2009, January 31, 2010 and January 31, 2011 Filed April 17, 2009, May 17, 2010 and May 11, 2011 File No. 033-26828

Dear Mr. DeFeudis:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
            General

  1. We note that in the recent press release date d February 21, 2012 you state your belief that
“revenue could reach $25 million in the firs t year, and revenue in subsequent years
should be in excess of $100 million per year” as a result of your entry into a distribution
agreement with Prouty Company LLC.  Pleas e tell us your basis for this statement.

Edward C. DeFeudis WikiLoan, Inc. March 20, 2012 Page 2

 2. Please tell us whether any of the Company’s dir ectors, officers or related persons has sold
any securities of the Company within the past  three years.  If so, please supplementally
provide us with the dates of and details, in cluding whether such sales were private or
public, regarding the terms and cond itions of such transactions.
 Form 8-K filed February 14, 2012

 3. You state that an investment banking firm provided the Company a fairness opinion that
the merger consideration is fair to the Company from a financial point of view.
However, the fairness opinion, attached as E xhibit A to the Merger Agreement, opines as
to the valuation of the post  merged WikiLoan and WikiPa y Company rather than the
fairness of the merger consideration, as descri bed in the Form 8-K.  Please reconcile this
discrepancy by revising your di sclosure in the Form 8-K or filing a revised fairness
opinion, as appropriate.
 4. You disclose that “[c]ertain officers and directors of WikiPay are affiliates of the
Company.”  Please revise to quantify the am ount of each class of equity securities of
WikiPay beneficially owned by such affiliates.
 5. Please tell us whether you will file a proxy st atement, or alternatively an information
statement, with the Commission in connection with the Merger Agreement.
 Preliminary Information Statement on Schedule 14C filed August 5, 2011

 6. We note that on August 5, 2011, you filed a Preliminary Information Statement with the
Commission.  Please tell us why you did not file the related Definitive Information
Statement as required by Rule 14c-5 of  the Securities Exchange Act of 1934.
 7. With respect to the persons beneficially owni ng more than five percent of the outstanding
shares of common stock, as id entified in the security owne rship table on page 5 of the
Schedule 14C, please supplementally provide us  with the dates of and details regarding
the terms and conditions of the transactions  pursuant to which each of such persons
acquired its shares of common stock.  Please al so provide us with disclosure to identify
the natural persons who have or share voting and/or dispositive pow ers or the right to
receive the economic benefit with  respect to the shares held  by each entity listed in the
table.
 Form 10-Q for the Quarterly Periods Ended Ju ly 31, 2011 and October 31, 2011 filed September
19, 2011 and December 15, 2011
 8. We note that you issued common shares on June 28, 2011 and during the second quarter
2011, respectively, to certain advisors and/or c onsultants, as described in Note 5 to the
financial statements in the Form 10-Q f iled September 19, 2011.  Please provide us
supplementally and revise future filings to identify such persons.

Edward C. DeFeudis WikiLoan, Inc. March 20, 2012 Page 3

Form 10-K for the Fiscal Years Ended Janua ry 31, 2009, January 31, 2010 and January 31, 2011,
filed April 17, 2009, May 17, 2010 and May 11, 2011
 9. The Form 10-Ks filed for each of the prior th ree fiscal years indicate that your common
stock is registered under Sec tion 12(g) of the Securities Exchange Act of 1934.  Please
tell us when and by what means your common stock was so registered.
 10. You have included on the facing page of the above-referenced Form 10-Ks the file
number 000-51879 when the file number cu rrently assigned to you in EDGAR is 033-
26828.  Please confirm your understanding re garding your current Commission file
number and confirm that you will use the corre ct file number when filing reports on Form
10-K in the future.  Alternatively, please tell us  why you believe it is appropriate to use a
file number that is different from  the one currently assigned to you.
 11. We note that you issued common shares to ce rtain advisors and/or  consultants, as
described in Note 9 to the financial stat ements in the Form 10-K filed May 11, 2011.
Please provide us supplementally and revise future filings to identify such persons.  In addition, supplementally provide us with a list  of all issuances to consultants and/or
advisors in the last 3 years, including the pe rson/entity, the number issued and date(s) and
whether the person/entity still holds those shares.
 Exhibits

 12. Please provide us supplementally and revise future filings to file as exhibits the:

 agreement dated September 2, 2011 pursu ant to which the Company issued
2,000,000 restricted shares of common stock to Karolus Maximus Kapital SA, as
described in Part II. Item 2 of th e Form 10-Q filed December 15, 2011; and

 agreements pursuant to which the Comp any issued common shares to (i) the
advisors and/or consultants described in Note 9 to the financial statements in the
Form 10-K filed May 11, 2011 and (ii) certain  advisors and/or consultants on June
28, 2011 and during the second quarter 2011, as described in Note 5 to the
financial statements in the Form 10-Q filed September 19, 2011.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Edward C. DeFeudis WikiLoan, Inc. March 20, 2012 Page 4

  In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

 Please contact David Lin at (202) 551-3552 or me at (202) 551-3434 with any questions.

Sincerely,
   /s/ Michael R. Clampitt
Michael Clampitt Senior Counsel