The purpose of pa4pl is to address the recent prohibition on Pennsylvanians from lending on the peer-to-peer lending site, Prosper.com.

p2p lending is an incredible concept! I give Prosper so much credit and appreciation for creating a venue where Americans can invest directly in their fellow American.

This new and intimate method of investing is wonderful, especially now as our sense of trust and security in our traditional methods of investment are being put to the test.

Email me at pa4prosperlending@gmail.com if you have anything you would like to see addressed on pa4pl.

Please sign the pa4prosperlending petition!

Monday, September 29, 2008

What are the Securities?

Go here, and scroll down to page 9, or just read below:

Q: What are the Securities?

A: The Securities consist of the Notes and the Lender Participant Rights related to the Notes.

Q: What are the Notes?

A: Notes represent Loans made by Prosper to a Borrower, and are the unsecured credit obligations of the individual Borrowers. Loans to Borrowers are evidenced by as many Notes as there are winning bids for the Loan, with each Note in the amount of the winning bid. All Notes are initially made payable to Prosper, and Prosper then sells and assigns the Notes without recourse to each Lender who was a winning bidder on the listing.



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I Called the CA Department of Corporations

I made a couple of calls and sent an email or two last week that I have not had a chance to post on yet.

Here's one of them:

I figured since Prosper Marketplace Inc. is located in San Francisco that I would turn to the California Department of Corporations.

Their website states:

The Department licenses and regulates a variety of businesses that affect your life, including securities brokers and dealers, investment advisers and financial planners, and certain fiduciaries and lenders. We also regulate the offer and sale of securities, franchises and off-exchange commodities.

I called the San Francisco branch and spoke with an attorney there who said that Prosper has a pending Securies application on file, and that such applications are generally public documents.

So I called the department's document coordinator who could not locate the document, but was willing to give me the name and phone number of the attorney who was handling the file.

I called that attorney, and left a message. I received a return call from that attorney who via voice mail, provided me with the file #: 5063341

The file dated back to the end of last year. The attorney mentioned that he, Prosper, and the SEC had met, but that for one reason or another Prosper was not able to move forward with the application.

A little more poking around and I uncovered this.

This is an SEC S-1 application.

Form S-1 is an SEC filing used by public companies to register their securities with the U.S. Securities and Exchange Commission (SEC).

Interesting. But what I think this is, was and had to do with was Prosper's attempt at creating a secondary market for their notes. We know or should know that did not end up happening for one reason or another.

In red type on the form it states:

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED OCTOBER 30, 2007


My next question is: are the Promissory Notes as we know them today, not considered securities, but would have been considered securities had they been able to be traded on secondary market?

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