SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 3561

								August 10, 2005

Mr. Steven M. Hershman, President
Loans4Less.com, Inc.
210 Avenue I, Suites E and F
Redondo Beach, California 90277

      Re: 	Loans4Less.com, Inc
		Offering Statement Form 1-A
		Amendment No. 1 filed on July 7, 2005
      File No. 24-10109

Dear Mr. Hershman:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Part I.  Notification

Item 1 - Significant Parties

1. Please revise the disclosure regarding the record owners and
beneficial owners of 5% or more of any class of the issuer`s
equity
securities to clearly indicate that the Series A and B are
convertible into common stock.

Item 4.  Jurisdiction in Which Securities Are to be Offered

2. We note the statement that these securities will be offered in
such other states as the company may determine.  Please disclose
all
states in which the securities are to be offered.

3. We reissue our previous comment four.  Please revise this
section
to describe in more detail the method by which the securities will
be
offered.  See Item 4(b) of Form 1-A.

Item 5.  Unregistered Securities Issued or Sold Within One Year

4. We note that the company commenced a private placement of its
securities to employees in reliance on Regulation D, Rule 506 on
November 23, 2004.  It does not appear that the company filed a
Form
D in connection with this offering.  Please file the required Form
D
for the offering.  Additionally, provide us with a copy of the
Form D
that was filed.  In addition, please disclose whether the
individuals
were sophisticated and/or had access to information regarding the
company and its financial condition.

5. We reissue prior comment five.  Please disclose the type of
services provided in each transaction and the value placed upon
those
services.

Part II.  Offering Circular

General

6. We note your response to our previous comment eight and we
reissue
the comment.  Please provide a separate section of management`s
discussion and analysis of certain relevant factors.  While there
is
no technical requirement to provide a discussion of historical
results of operations under Model B of Form 1-A, in this case we
believe that such disclosures are necessary to ensure that
investors
are provided with all material information pertaining to the
company.
Specifically, we note that your revenue declined by over 50% from
2003 to 2004, and net income declined by over 90% over the same
period.  For the quarter ended March 31, 2005, it appears that
these
negative trends have continued.  Accordingly, please provide a
discussion of your historical results of operations in accordance
with Question 48 of Model A of Form 1-A.  In the MD&A section,
please
quantify fluctuations in key measures including revenue and net
income, and discuss the major factors that caused the significant
changes to occur.  We may have further comment.

Cover Page

7. We reissue our previous comment ten.  Please indicate that
funds
in the escrow account will be promptly returned to the investors
if
the minimum is not reached after the offering terminates.  See
Rule
10b-9 of the Securities Exchange Act of 1934.  Revise throughout
the
offering circular as appropriate.

8. We repeat in part our previous comment twelve.  Please clarify,
if
true, that the company is offering 3,000,000 shares of common
stock
and that selling shareholders will be offering for resale 722,000
shares of common stock underlying 722,000 shares of Series B 6.75%
Convertible Preferred Stock.  Please clarify the price of the
common
stock being offered for resale by the selling shareholders.  We
may
have further comment.

Risk Factors, page 2

9. Please revise the risk factor disclosures to discuss the
relevant
economic trends in the context of your historical financial
statements.  To the extent that loan volume is discussed, please
clearly define this term and indicate that this volume does not
represent your revenue.

10. In risk factor one, we note the last two last two sentences in
which the company states that it has curtailed its operating
expenses
and anticipates diversifying its product mix.  Please revise the
risk
factor to focus on the risk to the company if the trend is to
continue.  The company may want to discuss and analyze these
factors
in a separate section of management`s discussion and analysis of
certain relevant factors.

Dilution, page 6

11. Please revise your disclosure to explain how the net tangible
book value per share is calculated, including the dollar amounts
used
and the date of the financial statements from which these amounts
were obtained.  It appears the amount is calculated using total
assets less total liabilities at March 31, 2005, which includes
$50,500 of deferred offering costs.  As such amounts will be
offset
against the offering proceeds, we believe that they should be
excluded from the net tangible assets prior to offering.  Also, in
each of the various scenarios presented on pages 7 and 8, please
revise the line for the increase per share attributable to new
investors to equal the difference between the net tangible book
value
per share before and after the offering.  Currently, it appears
that
the amount is calculated as the difference between the initial
public
offering price and the net tangible book value before the
offering,
which is incorrect.  Please see the instructions to Item 3 of
Model B
of Form 1-A.

Plan of Distribution, page 8

12. We note the statement that "the Company and its officers may
offer the securities without commission or payment."  Please
clarify
if the company plans to pay its officers a commission in offering
the
securities or in connection with the sale of a security.  Also,
please clearly identify the officers who will sell the shares.

13. We note that the company at its option may accept partial
investments.  Please describe whether these partial investments
would
be below the minimum amount of 5,000 shares or $2,500.  Please
explain the criteria that management will use to determine whether
to
accept partial investments and how this reconciles with the
disclosure on the cover page that there is a minimum purchase
requirement of 5,000 shares.

14. We note your disclosure that "[e]ach investor will execute a
subscription agreement in which the investor will acknowledge that
he
. . . is in compliance with the securities laws in which the
offering
to such investor is made."  Please delete this representation from
the subscription agreement, unless the representation is included
because of state law or other requirement.  In that event, a copy
of
the requirement should be furnished to us as supplemental
information
and the subscription agreement must be revised to include a
statement
in a prominent place informing the subscribers that by making such
representations they have not waived any right of action they may
have under the applicable federal securities laws.  In addition,
it
should be noted that the federal securities laws specifically
provide
that any such waiver would be unenforceable.  The subscription
agreement should also note whether the company intends to assert
the
representations as a defense in any subsequent litigation.  Please
revise to summarize the applicable terms and conditions of the
subscription agreement.  Please file the Form of Subscription
Agreement with the next amendment.  We may have further comment.

15. Item 4 of Model B to Form 1-A requires that you provide a plan
of
distribution.  Please fully describe how you plan to market and
sell
your securities.  We note you intend to use the internet to market
or
sell your offering; please review the corporation finance current
issues outline on the SEC web site and describe the proposed
conduct
of such offering in this section.

Use of Proceeds, page 9

16. We note that a large amount of the proceeds is allocated to
working capital.  Please disclose in more detail how the company
expects to use the proceeds allocated to working capital.  Please
see
Instruction 1 to Item 5 of Model B.

17. In the "Business Plan" section, please describe in more detail
the company`s plan of allocating funds towards "Joint
Ventures/Acquisitions" and "Loan Portfolio Investment."

18. Please provide the basis for your reference to "seeking to
maximize its return on capital," "high yield mortgage notes," and
"the aim of generating monthly recurring income commensurate with
prudent risks."  We may have further comment.

Description of the Business, page 10

19. In the last sentence in the second to last paragraph on page
10,
we note the statement that "the Company does not have access to
its
own funding lines."  We also note that in the "Use of Proceeds"
section, the company has allocated $1,150,000 for "Loan Portfolio
Investment."   It may be helpful to briefly describe the company`s
plan.

20. We also note the disclosure in the use of proceeds section
that
you intend to "allocate funds, if appropriate, into direct equity
lending opportunities ... in high yield mortgage notes maturing
generally in three years or less" and that you intend to "allocate
funds, if appropriate, as a principal investor/lender in a
diversified portfolio of consumer financings."  Please provide a
detailed discussion of your planned business expansion.  We may
have
further comment.

21. We repeat in part our previous comment 23.  Please describe
any
agreements that the company has entered into with lending
institutions.  All material agreements should be filed as
exhibits.

22. Please explain the basis for the statement on page 12 that you
provide "the borrower with assurance of receiving the most
competitive and appropriate mortgage."

23. On page 12, we note the statement that "[t]he Company receives
revenue from:  (i) Loan transactions in which the lender pays the
Company a disclosed yield spread premium (rebate pricing) at
closing."  Please explain this statement in more detail.  If this
is
a fixed percent or amount, please disclose.

24. We note the loan transactions where the borrower pays the
company
closing points.  Please disclose how the amount or percent is
calculated.

25. We note the reference to real estate commissions.  Please
disclose in greater detail this aspect of your business.  Discuss
the
governmental regulation of this aspect of your business and
whether
there are any licenses required.

26. On the bottom of page 12, we note the statement that "the
Company
intends to increase the use of other traditional cost effective
forms
of media advertising such as television, radio and billboards."
Please describe where the company will use these forms of
advertising, e.g., California, nationwide etc.

27. Please disclose the material terms of the agreement with
BrioRealty.com.  We also note that you filed the addendum as an
exhibit but not the initial agreement.  Please file the initial
agreement as an exhibit.

28. We note your supplemental response to prior comment 27 that
the
company would not engage in any stock trading except in the
ordinary
course of business.  Please explain the types of transactions that
you may undertake in the ordinary course of business that would
result in stock trading.  We may have further comment.

29. Please describe whether the company is dependent on one or
more
suppliers.  See Item 6(a)(2) of Model B.

30. Please describe the "ongoing relationship" with the mortgage
lenders.  Please describe the principal terms of any agreements
between the company and the mortgage lenders and file the
agreements
as an exhibit.

Market and Suppliers, page 14

31. We note the statements that "[t]he company believes that the
country is experiencing a strong demand for residential housing. .
.
. The Company believes that this demand will continue and the
demand
for financial options to purchase real estate will continue."
Please
provide a reasonable basis for the statement or remove.  We note
the
disclosure in risk factor one regarding the slowing market trend.

32. We reissue prior comment 29.  Please describe the industry and
the company`s competitive position in the industry.

Regulation, page 14

33. Please provide a more detailed discussion of the existing and
probably governmental regulations and any rules as a result of the
licensing requirements.

Business Plan, page 14

34. We note that the company anticipates in the next twelve months
that the company will "[a]pply for and obtain licenses in the
United
States, United Kingdom, European Union and other international
market."  Please reconcile this disclosure of international
expansion
with the statement in the middle of page 15 that the "[i]f the
company raises less than the maximum offered amount, the Company
will
prioritize its marketing efforts by choosing fewer targeted
states,"
the disclosure at the bottom of page 15 that the company
anticipates
that in the next two years it will "diversify product mix in ten
or
more states" and the disclosure in the "Use of Proceeds" section
that
the company anticipates expanding nationwide.  Also, please
explain
which parts of the United Kingdom and European Union that the
company
intends to obtain licenses.  It may be helpful to discuss in the
"Regulation" section, the probable regulation by the countries in
which the company plans to expand.

35. Discuss the time frame for commencing and completing each step
discussed at the top of page 15.  Also, discuss the estimated
costs
associated with each step.

36. Please discuss in greater detail how the company will offer
sub-
prime mortgages, high yield mortgage notes, automobile loans,
consumer installment loans and credit cards.  Please describe the
high yield mortgage loans.  It may be helpful to discuss in the
"Regulation" section, the probable regulations of the company if
it
offers these products.

37. Please describe the "targeted advertising on an incremental
basis."

38. Please describe the "Internet media channel to advertise
Loans4Less.com."

39. We note the disclosure that the company intends to allocate
funds
as a "principal investor/lender in a diversified consumer
financing."
Please explain this disclosure in more detail.  We may have
further
comment.

40. Please describe how the company will "expand its real estate
arm."

Description of Property, page 16

41. We partially reissue prior comment 38.  Please name the party
from whom you lease the space.

Directors, Executive Officers and Significant Employees, page 16

42. We reissue in part our previous comment 40.  Please provide a
brief account of each person`s business experience during the past
five years.  For each job held, please include the name of the
company and the start date and ending date by month and year.
Also
indicate the principal business of any corporation or other
organization where the occupation or employment was carried on.
For
example, please see the business experience for Julia Leah
Greenfield.

Employment and Agent Agreements, page 18

43. Please describe in more detail the principal terms of the
employment agreements and agent agreem