SecProbe.io

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Mail Stop 3561

								November 15, 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. 2 filed on October 5, 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. Mark Phelps should be added to the list of directors in this
section.

2. Please explain why Steven Hershman was removed from the section
listing record owners of 5% or more of equity securities.

3. We note the disclosure that the table does not assume the
exercise
of Series B Convertible Preferred Stock, which cannot be converted
until the qualification of this offering.  Beneficial ownership
should include the amount which the individual has the right to
acquire within sixty days from options, warrants, conversion
privilege or similar obligation.  Please revise the disclosure
accordingly.

Item 5.  Unregistered Securities Issued or Sold Within One Year

4. We reissue in part our previous comment four.  For each of the
transactions in which the company claims the exemption of Section
4(2) of the Securities Act, please disclose whether the
individuals
were sophisticated and had access to information regarding the
company and its financial condition.

5. We note your response to our previous comment five and we
reissue
the comment.  Please disclose the types of services provided in
each
transaction and the value placed upon those services, for example
the
value that was attributed to the stock in stockholder`s equity of
the
financial statements.  Please revise accordingly.

Part II.  Offering Circular

Cover Page

6. We note that there is currently no trading market for your
common
stock.  Given this, please revise your cover page and sections of
the
offering circular to provide that selling security holders will
sell
their common stock at fixed prices and quantify the price in the
offering circular.  Also determine the aggregate amount of the
offering that includes the selling security holders.  See Rule
251(b)
of Regulation A.

7. The distribution spread table should include the proceeds to be
received by the selling shareholders.  A footnote can be used to
indicate the allocation of proceeds between the company and the
selling shareholder.  Also, the cover page should clearly indicate
that the 1 million shares of Series B Convertible Preferred Stock
is
being registered for resale.

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

Risk Factors, page 2

9. We reissue our previous comment nine.  Please revise the risk
factor disclosures to discuss the relevant economic trends in the
context of your historical financial statements.  For example, in
risk factor one, please discuss the decrease in your revenues.

Plan of Distribution, page 9

10. We note that the company`s president, Steven M. Hershman, will
be
offering the shares for the issuer and he will be a selling
shareholder in this offering.  Please provide some guidance as to
how
Mr. Hershman will offer the shares for the company and his own
shares
at the same time.  Explain how this complies with 3a4-1, which
indicates that the individual may not participate in selling an
offering more than once every twelve months.  These are considered
two separate offerings, the offering on behalf of the company and
the
offering on his own behalf.  Please advise or revise.  We may have
further comment.

11. We note the statement that "[t]he Company anticipates that
that
the shares may be offered and sold...through the selling efforts
of
brokers or dealers not yet identified."  Please note that if
brokers
or dealers sell the shares for the company, the company will need
to
file an amendment that identifies the brokers or dealers.  See
Rule
253(e) of Regulation A of the Securities Act.

12. We reissue in part our previous comment 12.  Please clearly
identify all officers and directors who will be participating in
the
offering by the company and state the exemption from registration
as
a broker-dealer upon which they plan to rely.

Use of Proceeds, page 10

13. The total amount allocated in the table if the minimum is
raised
is $1,450,000.  Please allocate the full amount in the table.

14. Please describe in more detail the general and administrative
expenses.  Please see Instruction 1 to Item 5 of Model B.

15. We reissue in part our previous comment 17.  In the "Business
Plan" section, please describe in more detail the company`s plan
of
allocating funds towards "Joint Ventures/Acquisitions" such as the
structure of these transactions.

16. Provide the basis for the statement that loan portfolio
investments will increase returns on capital to the company or
remove.

Description of the Business, page 11
Suppliers (Mortgage Lenders), page 15

17. Explain the yield spread premium in greater detail.  We note
the
disclosure on page 12 that there is an "automatic rate float down"
provision.  Explain how the premium works in light of the rate
float
down.  Also, explain how the above market interest rate is
consistent
with the stated goal of the company to "offer the lowest available
mortgage rates and costs associated with closing the loan."

18. Discuss in greater detail the real estate aspect of your
business
through Platinum Properties, for which you receive approximately
10%
of your revenues.  Clarify whether Platinum Properties is a
subsidiary.  Discuss any governmental regulations or licensing
requirements for this aspect of your business.  Clarify whether
this
agreement is to provide both your mortgage broker services and
selling agent services.  Explain in greater detail the activities
to
be undertaken by the company as a selling agent.

19. We reissue in part our previous comment 30.  Please describe
the
principal terms of the agreements between the company and the
mortgage lenders.

20. Clarify whether any of your suppliers accounted for 10% or
greater of your revenues.  If so, name and state the percent of
revenues attributable to this supplier.

Business Plan, page 16

21. We note the disclosure that you anticipate developing loan
portfolio investments.  Discuss in greater detail this aspect of
your
business plan.  Also, add a risk factor discussing the risk to the
company and investors from loan portfolio investments.  Please
describe any additional regulation if the company becomes a
principal
lender.  Discuss the types of loans you plan to provide.  If these
lending opportunities include sub-prime loans, discuss in greater
detail the risks to the company.  We may have further comment.

22. We note that you plan to diversify your product mix by
offering
sub-prime mortgages.  Provide the basis for your belief that this
would increase revenues, or remove.

23. Explain the basis for the statement that loan portfolio
investments will increase returns on capital to the Company or
remove.  Explain in greater detail loan portfolio investments.

24. Explain the statement that "the company may act as a direct
lender with its own capital ... and in so doing will not incur
interest charges."

25. We note the supplemental response to our previous comment 28
that
"the Company may purchase debt and/or equity securities as the
opportunity may present itself for capital appreciation and/or
income
production."  Discuss this aspect of your business and clearly
indicate those situations where you may purchase debt and/or
equity
securities.  Discuss the extent to which you plan to engage in
such
activities and whether you might become an Investment Company.  We
may have further comment.

Management`s Discussion and Analysis, page 18

26. We note your response to our previous comment six.  Please
expand
your disclosure to clarify how loan volume is related to your
revenue.  In addition, please describe in more detail how
increases
in the short-term Federal Funds interest rate impact your
business.
We note that increases in long-term interest rates over the
periods
represented by the financial statements have been relatively
insignificant.  Tell us how your changes in loan volumes compare
to
relevant industry benchmarks.  Please ensure that any other
factors
that have affected your business that are not related to general
economic conditions are clearly identified in your analysis.

27. Please expand your discussion of your historical results of
operations to discuss how the decline in revenues for each period
was
impacted by changes in loan volumes, and the fees charged per
loan,
with explanation of the factors underlying each component.

28. Please expand your disclosure for each period to discuss
changes
in operating expenses, with explanations for changes of each
material
component.  Please revise this section in accordance with Release
Nos. 33-8350, which is available on our website at the following
address: www.sec.gov./rules/interp/33-8350.htm

29. On page 18 you state, "The Company anticipates diversifying
its
product mix in order to reduce its dependency on traditional
financings."  Revise to describe the specific new products and
services and discuss what new actions you are taking in this
regard.
Clarify when you expect to begin selling the products and services
and what significant expenditures must be incurred in order to
develop and market them.

30. In light of the significant declines in your revenue and net
income, please consider whether disclosure of a known trend, event
or
uncertainty under Item 303(b)(1) of Regulation S-B is required.

Directors, Executive Officers and Significant Employees, page 19

31. Please describe how long each person has worked for the
company.
For example, please describe when Julia Leah Greenfield became the
company`s Secretary and General Counsel.  See Item 8(a) of Model-
B.

Employment and Agent Agreements, page 22

32. Disclose the material terms of each agreement.  For instance,
clearly indicate the amount to be paid to each individual pursuant
to
the agreement, including any provisions for bonuses, and the
duration
of the agreement.

Stock "Put," page 23

33. Please file all material agreements as exhibits.  For example,
please include the agreement between the company and Tiber Creek
Corporation.  See Item 2(6) of Part III of Model B.

Financial Statements

34. Please consider combining the financial statements into a
single
set of comparative financial statements with one set of footnotes.
While you may elect to continue to provide a separate set of
financial statements for each period, please note that if this is
the
case, the same information may need to be repeated multiple times
in
the footnotes to each set of financial statements.

Summary of Significant Accounting Policies

35. We note your response to prior comment 47.  We note that the
retroactive restatement due to the recapitalization is disclosed,
but
not the other changes that appear to have been made to the
financial
statements.  Please provide us with a supplemental schedule
showing
the financial statement balances as of and for the periods ended
December 31, 2004 and 2003 as reported in the original filing,
compared to the revised balances, along with explanations for each
change.  Any material changes that are unrelated to the
recapitalization should be disclosed in the footnotes to the
financial statements as the correction of an error in accordance
with
paragraph 20 of APB 37.  Note that a recapitalization would
typically
affect only the equity accounts, not the recorded assets or
liabilities.

Statements of Stockholders` Equity

36. We note your response to prior comment 48.  We note that
several
equity accounts are combined into a single column in the
statements
of stockholders` equity.  Please revise the statement of
stockholders` equity for each period to present separately the
activity for common stock, Series A preferred stock, and Series B
preferred stock.

Note E - Capital Structure

37. We note your response to prior comment 49.  Please revise your
disclosure in Note E to the financial statements for the six
months
ended June 30, 2005, to state when the outstanding Series B
preferred
stock was issued and the amount of proceeds that were received,
and
provide similar disclosures with respect to the issuance of the
additional Series B preferred stock subsequent to the end of the
period.

Statements of Operations

38. We note your response to prior comment 52.  Please revise your
disclosure of basic earnings per share for the period ended June
30,
2005, to reflect that 25,860,000 shares of common stock were
outstanding during the entire period.  Also, please round the
disclosure of net income per share for each period to two decimal
places as previously requested.  Lastly, please revise your
footnote
disclosures for each period to provide the information required by
paragraph 40 of FAS 128.

Cash Flow Statements

39. We note your response to prior comment 53.  If the loans
receivable relate to amounts due from an officer, the amount
should
be classified in the financing section of the cash flow statement,
as
discussed in paragraph 18 of FAS 95.  In addition, the financial
statements should be revised to clearly identify the amounts as
due
from related parties on the balance sheet, and to provide the
footnote disclosures required by paragraph 2 of FAS 57.  Also,
please
revise the description on the cash flow statement to clarify that
the
loans receivable were paid in cash (e.g. "proceeds from loans
receivable").  Please revise your financial statements for each
period accordingly.

40. We note your response to prior comments 54 and 58.  Please
revise
your footnote disclosures for the year ended December 31, 2004 to
include the material terms of the margin accounts, as well as the
distributions described in footnote (1) on page 21 of the offering
statement.  Based on your disclosures throughout the document, the
meaning of the various line items shown on the statement of cash
flows is unclear.  For example, offsetting amounts are shown for
the
transfer of the marketable securities in the investing and
financing
activities sections.  In addition, sales proceeds are shown in the
investing activities section, when it does not appear that the
securities were actually sold.  Please revise the cash flow
statement
to reflect the nature of the activities that occurred, ensuring
that
only items that resulted in the payment or receipt of cash are
presented in the statement itself, and that any non-cash
activities
are separately disclosed.  To the extent that any additional
information is necessary for the financial statement reader to
fully

understand the activity, such information should be disclosed in
the
footnotes to the financial stat