SecProbe.io

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 totaligent_corresp.htm TOTALIGENT, INC. 3651 FAU Blvd, Suite 400 Boca Raton, FL 22431 May 7, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Re: Totaligent, Inc. Registration Statement on Form S-1 File No. 333-286843 Ladies and Gentlemen: In accordance with Rule 461 under the Securities Act of 1933, as amended, Totaligent, Inc., a Delaware corporation, respectfully requests that the effective date of the above-referenced Registration Statement be accelerated so that the same will become effective at 5:00 p.m., Eastern Time, on Friday, May 9, 2025, or as soon thereafter as is practicable. Please call our counsel, David Ficksman of TroyGould PC at 818 469 4200 to provide notice of effectiveness. Very truly yours, TOTALIGENT, INC. By: /s/ Edward C. DeFeudis Edward C. DeFeudis Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 7, 2025

Edward C. DeFeudis
President, Chief Executive Officer, and Chief Financial Officer
Totaligent, Inc.
3651 FAU Blvd. , Suite 400
Boca Raton , FL 33431

 Re: Totaligent, Inc.
 Registration Statement on Form S-1
 Filed April 30, 2025
 File No. 333-286843
Dear Edward C. DeFeudis:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Nicholas Nalbantian at 202-551-7470 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: David L. Ficksman
</TEXT>
</DOCUMENT>

Mail Stop 4720
March  3, 2017

Edward C. DeFeudis
Source Financial, Inc.
604 Arizona Avenue
Santa Monica, CA 90401

Re: Source Financial, Inc.
Preliminary Information Statement Filed on  Schedule  14C
Filed February  2, 2017
File No. 000-55122

Dear Mr. DeFeudis :

We have completed our review of your filings .  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence  of action  by the staff .

Sincerely,

/s/ Christian Windsor

Christian Windsor
Special Counsel
Office of Financial Services

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SOURCE FINANCIAL, INC.

604 Arizona Avenue

Santa Monica, California 90401

February 2, 2017

VIA EDGAR

Erin E. Martin, Esq.

Special Counsel

Office of Financial Services

United States Security and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Source Financial, Inc.

    Preliminary Information Statement on Schedule
14C

Filed September 27, 2016

File No. 000-55122

Ladies / Gentlemen:

The following information is furnished in response
to the comments in the Staff’s letter to me dated October 19, 2016. For your convenience, the full text of the Staff’s
comments is set forth below in bold italics and the Company’s response to each comment directly follows the
text. Concurrently herewith, we are filing via EDGAR Amendment No. 1 to the Information Statement.

General

1.       We
note that, pursuant to your disclosure under Item 5.03 of Form 8-K filed on July 7, 2016, your board approved a change in your
fiscal year end from June 30 to
December 31. As such, it appears that, as required
by Rule 13a-10 of Regulation 13A, within 90 days of June 30, 2016 you were obligated to file a transition report, including audited
financial statements, for the transition period between the closing date of your fiscal year ended June 30, 2015 and opening of
your new fiscal year on January 1, 2016. Please file the transition report or explain to us in detail why you believe you are not
obligated to do so.

COMPANY’S RESPONSE

The Company completed a reverse acquisition and
included the audited financial statements of the operating company for the year ended December 31, 2015 and for the period from
February 28, 2014 (Inception) through December 31, 2014. We also included the unaudited financial statements as of and three months
ended March 31, 2016 and 2015.

We relied on paragraph 12240.4 Transition Reports
and elected to use the accounting acquirer’s year end and believe no transition report is required.

Erin E. Martin, Esq.

Special Counsel

Office of Financial Services

United States Security and Exchange Commission

February 2, 2017

Page 2

Per the table in paragraph 12240.4 and “If
the registrant adopts the fiscal year of the accounting acquirer (operating company):

“If the accounting acquirer is a private
operating company, file a Form 8-K or 20-F if the original Form 8-K or 20-F filed for the reverse acquisition did not include audited
financial statements of the accounting acquirer for the latest fiscal year end or quarter that already passed. The surviving entity
should file the required information on an amended Form 8-K or 20-F within the time period specified in the appropriate annual
or quarterly report form from the accounting acquirer’s fiscal year or quarter end.”

We believe we have complied with the above based
on our Form 8-K which included all of the required financial statements.

2.       It
appears that your preliminary information statement should include all of the information called for by Item 11 of Schedule 14A.
We note in particular that you have not provided all the information required by Item 11(b), Item 11(c), Item 11(d) and
Item
11(e). Please either advise as to why you believe that these requirements do not apply to your preliminary information statement
or revise your disclosure as appropriate.

COMPANY’S RESPONSE

We believe that the Amendment addresses your comment.

3.       We
note that your board of directors approved an amendment to your certificate of incorporation increasing the number of shares of
common stock you are authorized to issue from 12,000,000 to 230,000,000, consisting of 200,000,000 shares of Class A common stock
and 30,000,000 shares of Class B common stock. We also note your disclosure under Item 8.01 of Form 8-K filed on October 6, 2016,
that, on September 20, 2016, you and Edward DeFeudis, acting on your behalf, entered into a Binding Memorandum of Understanding
with CSES Group, Inc. and certain of its officers pursuant to which, among other things, you agreed to promptly begin negotiating
to reach a definitive merger agreement. We further note that, pursuant to the terms of the MOU, you undertook to seek to amend
your articles in order to reclassify your existing shares of common stock as “Class A common stock,” to provide for
the creation of a new class of common stock to be referred to as “Class B common stock” and, if necessary, to provide
for the authorization of additional shares of Class A common stock. Because it appears that the amendment to your certificate
of incorporation was made in connection with your obligations under the MOU, please revise your preliminary information statement
to provide all the disclosure required by Schedule 14C regarding the contemplated merger transaction, including the disclosure
under Item 14 of Schedule 14A. Refer to Item 1 of Schedule 14C and Note A to Schedule 14A for additional guidance.

Erin E. Martin, Esq.

Special Counsel

Office of Financial Services

United States Security and Exchange Commission

February 2, 2017

Page 3

COMPANY’S RESPONSE

We believe that the Amendment addresses your comment.

*       *       *       *

The Company is responsible for the adequacy and
accuracy of the disclosure in the filing. The Company acknowledges that 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 federal securities laws of the
United States.

If there are any questions regarding the responses
included herein, please call me at (424) 322-2201 or email me at ted@venturetrack.net, or David Ficksman, Esq. at (310)
789-1290 or dficksman@troygould.com

    Sincerely,

    Edward C. DeFeudis

    Chief Executive Officer

    cc:
    David Ficksman, Esq.

    William Lopshire

    Corey Fischer

Mail Stop 4720
October  19, 2016

Edward C. DeFeudis
President and  Chief Executive Officer
Source Financial, Inc.
604 Arizona Avenue
Santa Monica, CA 90401

Re: Source Financial, Inc.
 Preliminary Information Statement on Schedule  14C
Filed September  27, 2016
File No. 000 -55122

Dear Mr. DeFeudis :

We have reviewed your filing an d 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 these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances , please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

General

1. We note that, pursuant to your disclosure unde r Item  5.03 of Form 8 -K filed on July  7,
2016, your board approved a change in your fiscal year end from June  30 to
December  31.  As such, it appears that, as required by Rule  13a-10 of Regulation  13A,
within 90  days of June  30, 2016 you were obligated to file a transition report, including
audited financial statements, for the transition period between the closing date of your
fiscal year ended June  30, 2015 and opening of your new fiscal year on January  1, 2016.
Please file the transition report or expla in to us in detail why you believe you are not
obligated to do so.

2. It appears that your preliminary information statement should include all of the
information called for by Item  11 of Schedule  14A.  We note in particular that you have
not provided all the information required by Item  11(b), Item  11(c), Item  11(d) and
Item 11(e).  Please either advise as to why you believe that these requirements do not
apply to your preliminary information statement or revise your disclosure as appropriate.

Edward C. DeFeudis
Source Financial, Inc.
October  19, 2016
Page 2

3. We note tha t your board of directors approved an amendment to your certificate of
incorporation increasing the number of shares of common stock you are authorized to
issue from 12,000,000 to 230,000,000, consisting of 200,000,000 shares of Class  A
common stock and 30 ,000,000 shares of Class  B common stock.  We also note your
disclosure under Item  8.01 of Form  8-K filed on October  6, 2016, that, on Septem ber 20,
2016, you and Edward DeF eudis, acting on your behalf, entered into a Binding
Memorandum of Understanding wit h CSES Group, Inc. and certain of its officers
pursuant to which, among other things, you agreed to promptly begin negotiating to reach
a definitive merger agreement.  We further note that, pursuant to the terms of the MOU,
you undertook to seek to amend y our articles in order to reclassify your existing shares of
common stock as “Class A common stock,” to provide for the creation of a new class of
common stock to be referred to as “Class  B common stock” and, if necessary, to provide
for the authorization o f additional shares of Class  A common stock.  Because it appears
that the amendment to your certificate of incorporation was made in connection with your
obligations under the MOU, please revise your preliminary information statement to
provide all the dis closure required by Schedule  14C regarding the contemplated merger
transaction, including the disclosure under Item  14 of Schedule  14A.  Refer to Item 1 of
Schedule 14C and Note  A to Schedule  14A for additional guidance.

We remind you that the company and  its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Please contact William H. Dorton, Staff Attorney , at (202) 551 -3107  or me at (202) 551 -
3391 with any other questions.

Sincerely,

        /s/ Erin E. Martin

Erin E. Martin
Special Counsel
Office of Financial Services

August 21, 2012

Via E -mail
Mr. Edward C. DeFeudis
President and Chief Financial Officer
The Wiki Group, Inc.
1093 Broxton Avenue, Suite 210
Los Angeles, CA 90024

Re: The Wiki Group, Inc.
 Form 8 -K
Filed February 14, 2012
File No. 033 -26828

Dear Mr. DeFeudis :

We have completed our review of your filing  as of August 20, 2012 .  We remind you that
our comments or changes to disclosure in response to our comments do not foreclose the
Commission from taking any action with respect to the company or 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 federal securities la ws of the United States.  We urge all persons who are
responsible for the accuracy and adequacy of the disclosure in the filing  to be certain that the
filing  includes the information the Securities Exchange Act of 1934 and all applicable rules
require.

Sincerely,

 /s/ Michael R. Clampitt

Michael Clampitt
Senior Counsel

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June 19, 2012

VIA EDGAR AND FEDERAL EXPRESS

Michael R. Clampitt

Senior Counsel, U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:

The Wiki Group, Inc.

Amendment No. 1 to Form 8-K

Filed May 3, 2012

File No. 033-26828

Dear Mr. Clampitt:

We hereby submit the responses of The Wiki Group, Inc. (the “Company”) to the comments of the staff of the Division of Corporation Finance (the “Staff”) contained in your letter, dated June 5, 2012, to Mr. Edward C. DeFeudis, the President and Chief Financial Officer of the Company, in regard to the above-referenced SEC Filings.

For convenience of reference, each Staff comment contained in your letter is reprinted below in italics, numbered to correspond with the paragraph numbers assigned in your letter, and is followed by the corresponding response of the Company.  Unless the context indicates otherwise, references in this letter to “we,” “us” and “our” refer to the Company on a consolidated basis.

General

1.

We note your response to prior comment 1 in our letter dated March 20, 2012. Please explain to us, in greater detail, the bases for your revenue projections and quantify the various components of such projections, as appropriate.

Company Response: Our revenue projections disclosed in the press release of February 21, 2012 were based on correspondence with Phil Prouty, the owner of Prouty Company.  The correspondence was included in our response to comment 1 in the SEC letter dated March 20, 2012.  We worked with Prouty Company to quantify the various components of our projections based on our products/revenue streams and Prouty Company's distribution networks, as described below:

1) The Wiki Group has five product/revenue streams that Prouty Company has agreed to roll out through two primary distributions channels. We expect the roll out to begin within the next 30 to 45 days.

The first channel would be accessed by an application loaded to mobile phones through Prouty Company's relationships with mobile phone carriers (~5 million users), and the second channel would be through a partnership with a Cable TV network with 60 million viewers.

2) The Wiki Group/Prouty projections are based on 10% of the mobile phone users adopting our products and 0.8% of the TV viewers adopting our products and services.

3) We have assumed roughly $23 in Year 1 revenue on a per user basis, which breaks down as follows:

Money Transfer Fees:  $5.20 ($1 ACH load fee, 1 load per user per month)

POS Fees:  $3.12 ($1 POS load fee, 1 load per user per month, 60% adoption)

Payment Fees (Merchant):  $2.57 (1% fee on 1 merchant payment of $50 per user month)

Marketing Fees (WikiBlast):  $3.91 ($9.95 one-time merchant fee, 50% opt-in, 10% sales conversion, 50% of sales above $10 ($1 fee) and 50% of sales below $10 (10% fee))

Prepaid Card Fees:  $8.21 ($9.95 one-time enrollment fee, 30% user adoption of card, other card usage fees (e.g., ATM, billpay, benefits packages, etc.))

We have included detailed assumptions and projections with the hard copy of this letter that we are sending to the Staff.

2.

We note your response to prior comment 11 in our letter dated March 20, 2012. With your next response letter, please file on EDGAR the list of issuances to the consultants and/or advisors in the last three years that you have provided to us in hard copy in response to this prior comment.

Company Response: We have attached the list of issuances, which we have previously provided to the Staff in hard copy, as Exhibit A to this correspondence.

The Company acknowledges that:

·

the Company is responsible for the adequacy and accuracy of the disclosure 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 federal securities laws of the United States.

If you would like to discuss any of the responses to the Staff’s comments or if you would like to discuss any other matters, please contact Gregg E. Jaclin, Esq. of Anslow + Jaclin, LLP, our outside special securities counsel at (732) 409-1212.

Sincerely,

The Wiki Group, Inc.

By:

/s/ Edward C. DeFeudis

Edward C. DeFeudis

President

EXHIBIT A

Share issuances to Consultants and Advisors since 2009

Consultant/Advisor

Number of Shares

Date Issued

Shares still held by Consultant/Advisor

Hansel Capital, Inc.

2,000,000

October 13, 2010

No

Kyan Kraus

20,000

October 13, 2010

Yes

Ronald Kaufman

40,000

November 29, 2010

Yes

Peter Berger

500,000

June 28, 2011

Yes

Ali Fakhari

4,200,000

June 28, 2011

Yes

Wendy Paskin-Jordan

7,261,905

July 12, 2011

Yes

Bashir Wada

7,261,905

July 12, 2011

Yes

Wendy Paskin-Jordan

21,429

September 1, 2011

Yes

Bashir Wada

21,429

September 1, 2011

Yes

Wendy Paskin-Jordan

747,619

September 8, 2011

Yes

Bashir Wada

747,619

September 8, 2011

Yes

June 5, 2012
 Via E-mail

Mr. Edward C. DeFeudis President and Chief Financial Officer The Wiki Group, Inc.
1093 Broxton Avenue, Suite 210
Los Angeles, CA 90024
Re: The Wiki Group, Inc.
 Amendment No. 1 to Form 8-K
Filed May 3, 2012 File No. 033-26828

Dear Mr. DeFeudis:
 We have reviewed your filing and related response letter and have the following
additional 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 your response to prior comment 1 in our letter dated March 20, 2012.  Please
explain to us, in greater detail, the bases for your revenue projections and quantify the
various components of such projections, as appropriate.
2. We note your response to prior comment 11 in  our letter dated March 20, 2012.  With
your next response letter, pleas e file on EDGAR the list of issuances to the consultants
and/or advisors in the last three years th at you have provided to us in hard copy in
response to this prior comment.

Edward C. DeFeudis The Wiki Group, Inc. June 5, 2012 Page 2

 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.      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

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May 3, 2012

VIA EDGAR AND FEDERAL EXPRESS

Michael R. Clampitt

Senior Counsel, U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

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. Clampitt:

We hereby submit the responses of The Wiki Group, Inc. (the “Company”) to the comments of the staff of the Division of Corporation Finance (the “Staff”) contained in your letter, dated March 20, 2012, to Mr. Edward C. DeFeudis, the President and Chief Financial Officer of the Company, in regard to the above-referenced SEC Filings.

For convenience of reference, each Staff comment contained in your letter is reprinted below in italics, numbered to correspond with the paragraph numbers assigned in your letter, and is followed by the corresponding response of the Company.  Unless the context indicates otherwise, references in this letter to “we,” “us” and “our” refer to the Company on a consolidated basis.

General

1.

We note that in the recent press release dated February 21, 2012 you state your belief that "revenue could reach $25 million in the first 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. Please tell us your basis for this statement.

Company Response: The Company made these statements based on Prouty Company LLC’s (“Prouty”) existing Domestic and International Agent, Strategic Partners and Dealer base. Additionally, the statements are based on Prouty Company LLC’s current projects and implementations involving large retail distributors (with over 4,000 distributors) and a new cable TV station to be launched in May. Prouty is also implementing debit card programs in Mexico, which are comprised of over 60 million users/cardholders, and plans to implement WikiPay and WikiLoan functionality into its programs.

1

2.

Please tell us whether any of the Company's directors, 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, including whether such sales were private or public, regarding the terms and conditions of such transactions.

Company Response: Please see the Form 4’s that the Company has filed with the SEC on behalf of Edward C. DeFeudis, Spider Investments, LLC, Lion Equity Holding Corp, and Situation X, LLC.

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 Exhibit A to the Merger Agreement, opines as to the valuation of the post merged WikiLoan and WikiPay Company rather than the fairness of the merger consideration, as described in the Form 8-K. Please reconcile this discrepancy by revising your disclosure in the Form 8-K or filing a revised fairness opinion, as appropriate.

Company Response: We have revised the disclosure in the Form 8-K referenced above and filed an Amendment No.1 to Form 8-K on May 3, 2012 to disclose that the fairness opinion opines to the valuation of the post merged WikiLoan and WikiPay Company rather than the fairness of the merger consideration.

4.

You disclose that "[c]ertain officers and directors of WikiPay are affiliates of the Company."  Please revise to quantify the amount of each class of equity securities of WikiPay beneficially owned by such affiliates.

Company Response: We have revised the disclosure in the Form 8-K referenced above and filed an Amendment No.1 to Form 8-K on May 3, 2012 to quantify the amount of each class of equity securities of WikiPay beneficially owned by affiliates of the Company.

5.

Please tell us whether you will file a proxy statement, or alternatively an information statement, with the Commission in connection with the Merger Agreement.

Company Response: We will not be filing a proxy statement, or alternatively an information statement, as we are not a reporting company under Section 12 of the Securities Exchange Act of 1934.

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.

Company Response: Following the filing of our Preliminary Information Statement, we were contacted by Matt McNair from the Staff and told that since we are not a reporting company under Section 12 of the Securities Exchange Act of 1934, there was no need to file a Definitive Information Statement as the initial filing was necessary. We were told that there was no need to withdraw the initial filing either.

2

7.

With respect to the persons beneficially owning more than five percent of the outstanding shares of common stock, as identified in the security ownership 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 also provide us with disclosure to identify the natural persons who have or share voting and/or dispositive powers or the right to receive the economic benefit with respect to the shares held by each entity listed in the table.

Company Response: As we are not a reporting company under Section 12 of the Securities Exchange Act of 1934, we have been advised by the Staff that there is no need to revise the Schedule 14C.

Form 10-Q for the Quarterly Periods Ended July 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 consultants, as described in Note 5 to the financial statements in the Form 10-Q filed September 19, 2011. Please provide us supplementally and revise future filings to identify such persons.

Company Response: On June 28, 2011, we issued 500,000 shares to Peter Berger, pursuant to a consulting agreement we entered into on January 7, 2011, and 4,200,000 shares to Ali Fakhari, pursuant to a consulting agreement we entered into on May 4, 2011. The shares issued reflect the Company’s 1 for 10 forward stock split that was effective as of May 4, 2011. Both consulting agreements referenced share amounts to be issued on a pre-split basis.

During the second quarter of 2011, we issued an aggregate of 8,030,953 shares to Wendy Paskin-Jordan and Bashir Wada, pursuant to a consulting agreement we entered into on August 2, 2010. The shares issued reflect the Company’s 1 for 10 forward stock split that was effective as of May 4, 2011. Both consulting agreements referenced share amounts to be issued on a pre-split basis.

We will revise our future filings to identify such persons.

Form 10-K for the Fiscal Years Ended January 31, 2009, January 31, 2010 and January 31, 2011, filed April 17, 2009, Mav 17, 2010 and May 11, 2011

9.

The Form 10-Ks filed for each of the prior three fiscal years indicate that your common stock is registered under Section 12(g) of the Securities Exchange Act of 1934.  Please tell us when and by what means your common stock was so registered.

Company Response: Reference to our common stock being registered under Section 12(g) of the Securities Exchange Act of 1934 is a mistake. We recognize that our common stock is not registered under Section 12(g) and will make sure that our future filings correctly reflect that.

10.

You have included on the facing page of the above-referenced Form 10-Ks the file number 000-51879 when the file number currently assigned to you in EDGAR is 033-26828. Please confirm your understanding regarding your current Commission file number and confirm that you will use the correct 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.

Company Response: We were contacted in August 2011 by Matt McNair from the Staff to inform us of the incorrect file number on the above referenced Form 10-K’s.  We confirm that 033-26828 is our correct file number and have used it on all filings since August 2011 and will continue to do so in our future filings.

3

11.

We note that you issued common shares to certain advisors and/or consultants, as described in Note 9 to the financial statements 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 person/entity, the number issued and date(s) and whether the person/entity still holds those shares.

Company Response: On October 13, 2010, we issued 2,000,000 shares to Hansel Capital Inc., pursuant to a consulting agreement we entered into on March 11, 2010.

On October 13, 2010 we issued 20,000 shares to Kyan Kraus, pursuant to a consulting agreement we entered into on August 5, 2010.

On November 29, 2010 we issued 40,000 shares to Ronald Kaufman, pursuant to a consulting agreement we entered into on November 28, 2010.

Included with the hard copy of this letter that we are sending to the Staff, we have attached with a list of all issuances to consultants and/or advisors in the last 3 years, including the person/entity, the number issued and date(s) and whether the person/entity still holds those shares.

We will revise our future filings to identify such persons.

Exhibits

12.

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

•

agreement dated September 2, 2011 pursuant 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 the Form 10-Q filed December 15, 2011; and

•

agreements pursuant to which the Company 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.

Company Response: Included with the hard copy of this letter that we are sending to the Staff, we have attached the agreement dated September 2, 2011 pursuant 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 the Form 10-Q filed December 15, 2011 and agreements pursuant to which the Company 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 will revise future filings to file these agreements as exhibits.

4

The Company acknowledges that:

·

the Company is responsible for the adequacy and accuracy of the disclosure 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 federal securities laws of the United States.

If you would like to discuss any of the responses to the Staff’s comments or if you would like to discuss any other matters, please contact Gregg E. Jaclin, Esq. of Anslow + Jaclin, LLP, our outside special securities counsel at (732) 409-1212.

Sincerely,

The Wiki Group, Inc.

By:

/s/ Edward C. DeFeudis

Edward C. DeFeudis

President and Chief Financial Officer

 5

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The Wiki Group, Inc.

1093 Broxton Avenue, Suite 210

Los Angeles, CA 90024

April 17, 2012

Michael R. Clampitt

Senior Counsel, U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

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. Clampitt:

We are in receipt of your letter dated March 20, 2012 to Mr. Edward C. DeFeudis, our President and Chief Financial Officer, in regard to the above-referenced SEC Filings (the “Comment Letter”). We are in the process of responding to the comments of the staff of the Division of Corporation Finance contained in the Comment Letter.  However, we are unable to provide a complete response on or before April 17, 2012 (the “Due Date”).  Please accept this correspondence as our request for an extension of the Due Date to May 1, 2012.

Thank you for your attention to this matter.

Sincerely,

The Wiki Group, Inc.

/s/ Edward C. DeFeudis

Edward C. DeFeudis

President and Chief Financial Officer

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The Wiki Group, Inc.

1093 Broxton Avenue, Suite 210

Los Angeles, CA 90024

April 4, 2012

Michael R. Clampitt

Senior Counsel, U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

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. Clampitt:

We are in receipt of your letter dated March 20, 2012 to Mr. Edward C. DeFeudis, our President and Chief Financial Officer, in regard to the above-referenced SEC Filings (the “Comment Letter”). We are in the process of responding to the comments of the staff of the Division of Corporation Finance contained in the Comment Letter.  However, we are unable to provide a complete response on or before April 3, 2012 (the “Due Date”).  Please accept this correspondence as our request for an extension of the Due Date to April 17, 2012.

Thank you for your attention to this matter.

Sincerely,

The Wiki Group, Inc.

/s/ Edward C. DeFeudis                                                    ­­

Edward C. DeFeudis

President and Chief Financial Officer

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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3561

       DIVISION OF
CORPORATION FINANCE

           January 5, 2011  Mr. Edward C. DeFeudis President and Chief Financial Officer WikiLoan, Inc. 1093 Broxton Avenue, Suite 210 Los Angeles, CA  90024

Re: WikiLoan, Inc.
 Form 10-K for Fiscal Year Ended January 31, 2010  Filed May 17, 2010  Form 10-Q for Fiscal Quarter Ended April 30, 2010  Filed June 21, 2010  Form 10-Q for Fiscal Quarter Ended July 31, 2010  Filed September 13, 2010  Form 10-Q for Fiscal Quarter Ended October 31, 2010  Filed December 15, 2010  File No. 033-26828

Dear Mr. DeFeudis:

 We have completed our review of your Fo rm 10-K and related filings and have no
further comments at this time.
Sincerely,

Jennifer Thompson
 Branch Chief

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November 4, 2010

Jennifer Thompson

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Mail Stop 3561

Washington, D.C. 20549

RE:   WikiLoan, Inc.  SEC Comment Letter Dated September 23, 2010

          File No. 033-26828

Dear Mrs. Thompson:

By letter dated September 23, 2010, the staff (the “Staff”) of the United States Securities Exchange Commission provided WikiLoan, Inc. (the “Company”) with its comments on the Company’s Form 10-K for the Fiscal Year Ended January 31, 2010, Form 10-Q for the Fiscal Quarter Ended April 30, 2010, and Form 10-Q for the Fiscal Quarter Ended July 31, 2010.  We are in receipt of your letter and our responses to those comments are below.

1.

Report of Independent Registered Public Accounting Firm – The conformed signature from our independent accountant was inadvertently omitted from our original filing.  We have amended and filed our filing to provide an accountant’s report that fully complies with Item 2-02(a) of Regulation S-X and Rule 302 of Regulation S-T.

2.

Convertible Notes Payable – We have reevaluated each of our convertible note agreements following the guidance in ASC 470-20, and have concluded that a beneficial conversion feature did exist at the time of issuance of the convertible note agreements.  We have amended our financial statements to properly account for the convertible debt agreements, and beneficial conversion features, as required by GAAP.  We have filed our amended Form-K for the year ended January 31, 2010, and our amended Form 10-Qs for the quarters ended April 30, 2010 and July 31, 2010.

3.

Certifications for Form 10-Qs for fiscal quarters ended April 30, 2010 and July 31, 2010 – We have filed the amended Form 10-Qs with the certifications required by Item 601(B)(31)(i) and (32) of Regulation S-X

We acknowledge the following:

·

The Company is responsible for the adequacy and accuracy of the disclosure 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 the proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Very truly yours,

/s/Edward C. DeFeudis

Edward C. DeFeudis

Chairman and Chief Financial Officer

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October 5, 2010

Jennifer Thompson

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Mail Stop 3561

Washington, D.C. 20549

RE:   WikiLoan, Inc.  SEC Comment Letter Dated September 23, 20010

          File No. 033-26828

Dear Mrs. Thompson:

By letter dated September 23, 2010, the staff (the “Staff”) of the United States Securities Exchange Commission provided WikiLoan, Inc. (the “Company”) with its comments on the Company’s Form 10-K for the Fiscal Year Ended January 31, 2010, Form 10-Q for the Fiscal Quarter Ended April 30, 2010, and Form 10-Q for the Fiscal Quarter Ended July 31, 2010.  We are in receipt of your letter and intend to respond fully to those comments.

At this time, we would respectfully request an extension of an additional 10 business days for providing our responses so the Company may more thoroughly respond to the Staff’s comments.  More specifically, the Company needs additional time to schedule and discuss the Staff’s comment No. 2 regarding our convertible notes payable with our independent accountant.  We will be filing our completed responses to the Staff’s comments no later than October 22, 2010.

We acknowledge the following:

·

The Company is responsible for the adequacy and accuracy of the disclosure 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 the proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Very truly yours,

Edward C. DeFeudis

Chairman and Chief Financial Officer

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3561

       DIVISION OF
CORPORATION FINANCE

           September 23, 2010  Mr. Edward C. DeFeudis President and Chief Financial Officer WikiLoan, Inc. 1093 Broxton Avenue, Suite 210 Los Angeles, CA  90024

Re: WikiLoan, Inc.
 Form 10-K for Fiscal Year Ended January 31, 2010  Filed May 17, 2010  Form 10-Q for Fiscal Quarter Ended April 30, 2010  Filed June 21, 2010  Form 10-Q for Fiscal Quarter Ended July 31, 2010  Filed September 13, 2010  File No. 033-26828

Dear Mr. DeFeudis:

We have reviewed your filing and have the following comments.  We have
limited our review to only your financial stat ements and related disclosures and do not
intend to expand our review to  other portions of your docum ent.  Where indicated, we
think you should revise your docum ent 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 deta iled as necessary in your expl anation.  In some of our
comments, we may ask you to provide us w ith information so we may better understand
your disclosure.  After reviewing this info rmation, we may raise additional comments.
 Please understand that the purpose of our re view 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 any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. Edward C. DeFeudis
WikiLoan, Inc.
September 23, 2010 Page 2 of 3  Form 10-K for Fiscal Year Ended January 31, 2010

 Report of Independent Registered Public Accounting Firm, page F-1

1. We note that your independent accountant’s report, as included in your Form 10-K, does not include the name of the accounting firm or a conformed signature.  Please amend your filing to provide an i ndependent accountant’s report that fully
complies with Item 2-02(a) of Regulati on S-X and Rule 302 of Regulation S-T.
Please ensure that your amendment comp lies with Exchange Act Rule 12b-15.

Note 7. Convertible Notes Payable, page F-9

2. We note you have convertible notes paya ble outstanding at each of January 31,
2010, January 31, 2009 and at July 31, 2010 which were issued in current and
prior periods.  It appears that the conv ersion feature of each of these notes is
based on a conversion price equal to the ten day average closing price of your common stock multiplied by a factor ranging from .75 to .80 of such ten day average closing price.  Ther efore, it appears that each  of these convertible notes
payable may have had a beneficial convers ion feature at the time of issuance.
Please tell us how you considered th e guidance in ASC 470-20-25-4 through 25-9
and ASC 470-20-30-3 through 30-10 in r ecognizing the beneficial conversion
features for each issuance of these notes payable in your financial statements and
how your accounting was in accordance with GAAP.
 Forms 10-Q for Fiscal Quarters Ended April 30, 2010 and July 31, 2010

 Certifications

3. Please amend these filings to provide the certifications of your Chief Executive
Officer required by Item 601(B)(31 )(i) and (32) of Regulation S-K.

As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response.  You may wish to
provide us with marked copies of the amendm ent to expedite our review.  Please furnish
a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing your
amendment and responses to our comments.   We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are

Mr. Edward C. DeFeudis
WikiLoan, Inc. September 23, 2010 Page 3 of 3  responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:  ‚ the company is responsible for the adequacy  and accuracy of the disclosure 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 federal securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.     You may contact Sondra Snyder at ( 202) 551-3332 or me at (202) 551-3737 if
you have questions regarding the comments or any other matters.

Sincerely,

Jennifer Thompson
 Branch Chief

Mail Stop 3561          M a r c h  9 ,  2 0 0 9   Edward C. DeFeudis President and Chairman of the Board
Swap-A-Debt, Inc.
940 Lincoln Road, Suite 220  Miami, FL  33139
 Re: Swap-A-Debt, Inc.
  Amendment No. 5 to Registra tion Statement on Form S-1
  Filed February 12, 2009   File No. 333-153798

Dear Mr. DeFeudis:
We have reviewed your response letter  dated February 9, 2009 and we have
limited our review of your amendment filed on February 12, 2009 to those issues we have
addressed in our comments.  Where indicat ed, we think you should revise your document
in response to these comments.  If you disagr ee, we will consider your explanation as to
why our comments are inapplicable or a re vision is unnecessary.  In some of our
comments, we may ask you to provide us w ith information so we may better understand
your disclosure.  Please be as detailed as n ecessary in your explanation.  After reviewing
this information, we may raise additional comments.  General

1. We note your response to comment one of our  February 4, 2009 letter stating that
you do not provide payday loans and money tr ansfer services at this time.  Please
discuss whether you intend to provide these se rvices in the future  and, if so, revise
your prospectus accordingly.  See Item 101(c)(1) of Regulation S-K.
2. You state in your response to comment one of our February 4, 2009 letter that the
“Credit Doctor” and credit rating services  you offer through third party providers
are disclosed in your filing.  Please state th e specific location of this disclosure in
your filing as we are unable to identify any such disclosure.
 Cover Page

3. We note that you indicate that you filed this amendment number five to your
registration statement on February 9, 2009, but the applicable filing date is

Edward C. DeFeudis
Swap-A-Debt, Inc. March 9, 2009 Page 2
 2February 12, 2009.  Please ensure that you state the accurate filing date in all
future amendments.
 Selling Security Holders, page 24

4. We note that you revised footnote seven on page 31 to indicate that Mr. Reusch
assigned the balance of the note he held  to Mr. Pearson on February 9, 2008, but
you previously indicated that this as signment occurred on January 15, 2008.  We
note that you made a similar revision in f ootnote three on page 33 to state that this
assignment occurred on February 4, 2008.  Please revise or advise.

* * *

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us w ith marked copies of the amendment to
expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
 Please contact Chris Chase, Attorney-Advi sor, at (202) 551-3485, or me at (202)
551-3720 with any questions.

       S i n c e r e l y ,

       H. Christopher Owings        A s s i s t a n t  D i r e c t o r
  cc:  Gregg E. Jaclin, Esq.  Via Facsimile

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 Electronic Filing Services Corp.-->

      Swap-A-Debt,
Inc.

      940
Lincoln Road, Suite 220

      Miami
Beach, FL 33139

      (305)
394-8345

      March 11,
2009

      U.S.
Securities & Exchange Commission

      Office of
Small Business

      450 Fifth
Street NW

      Washington,
D.C. 20549

                Re:

                Swap-A-Debt,
      Inc.

                File
      No. 333-153798

      Dear
Sir/Madam:

      Request
is hereby made for the acceleration of the effective date of our Registration
Statement on Form S-1/A, File No. 333-153798, to 3:00 P.M. on March 13, 2009 or
as soon as practicable thereafter.

      The
Company acknowledges that:

                §

                should
      the Commission or the staff, acting pursuant to delegated authority,
      declare the filing effective, it does not foreclose the Commission from
      taking any action with respect to the
filing;

                §

                the
      action of the Commission or the staff, acting pursuant to delegated
      authority, in declaring the filing effective, does not relieve the company
      from its full responsibility for the adequacy and accuracy of the
      disclosure in the filing; and

                §

                the
      Company may not assert staff comments and the declaration of effectiveness
      as a defense in any proceeding initiated by the Commission or any person
      under the federal securities laws of the United
  States.

      Very
truly yours,

      SWAP-A-DEBT,
INC.

      By:
   /s/
Edward
C. DeFeudis

      Edward C.
DeFeudis

      President
& Chairman of the Board