UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2011

or

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 333-147019

PROSPER MARKETPLACE, INC.

(Exact name of registrant as specified in its charter)

Delaware	6199	73-1733867
(State or other jurisdiction of	(Primary Standard Industrial	(I.R.S. Employer
incorporation or organization)	Classification Code Number	Identification Number)

111 Sutter Street, 22nd Floor

San Francisco, CA  94104

(415) 593-5400

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

 Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ  No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o	Accelerated filer o
Non-accelerated filer o(Do not check if a smaller reporting company)	Smaller reporting company þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

    As of August 8, 2011, there were 4,669,249 shares of the registrant’s common stock outstanding.

TABLE OF CONTENTS

	Page No.
Forward-Looking Statements	i
PART I. FINANCIAL INFORMATION
Item 1.   Financial Statements
Balance Sheets as of June 30, 2011 (Unaudited) and December 31, 2010	1
Statements of Operations for the Three and Six Months Ended June 30, 2011 and 2010 (Unaudited)	2
Statements of Changes in Stockholders’ Equity for the Six Months Ended June 30, 2011 and 2010 (Unaudited)	3
Statements of Cash Flows for the Six Months Ended June 30, 2011 and 2010 (Unaudited)	4
Notes to Financial Statements as of June 30, 2011 (Unaudited)	5
Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3.    Quantitative and Qualitative Disclosures About Market Risk	45
Item 4.    Controls and Procedures	45
PART II. OTHER INFORMATION
Item 1.    Legal Proceedings	46
Item 1A. Risk Factors	46
Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds	53
Item 3.    Defaults upon Senior Securities	53
Item 4.    Removed and Reserved	53
Item 5.    Other Information	53
Item 6.    Exhibits	53
Signatures	54
Exhibit Index	55

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Exchange Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements include all statements that do not relate solely to historical or current facts, and can generally be identified by the use of words such as “may,” “believe,” “will,” “expect,” “project,” “estimate,” “intend,” “anticipate,” “plan,” “continue” or similar expressions.   In particular, information appearing under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” includes forward-looking statements. Forward-looking statements inherently involve many risks and uncertainties that could cause actual results to differ materially from those projected in these statements.

Where, in any forward-looking statement, we express an expectation or belief as to future results or events, such expectation or belief is based on the current plans and expectations of our management and expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the expectation or belief will result or be achieved or accomplished. More information on factors that could cause actual results or events to differ materially from those anticipated is included from time to time in our reports filed with the Securities and Exchange Commission (the “SEC”), including our Annual Report on Form 10-K for the year ended December 31, 2010, particularly under the caption “Risk Factors.”

All forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q and are expressly qualified in their entirety by the cautionary statements included in this Quarterly Report on Form 10-Q or our Annual Report on Form 10-K for the year ended December 31, 2010, particularly under the caption “Risk Factors.” We undertake no obligation to update or revise forward-looking statements that may be made to reflect events or circumstances that arise after the date made or to reflect the occurrence of unanticipated events, other than as required by law.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports and other information with the SEC. You can inspect, read and copy these reports and other information at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You can obtain information regarding the operation of the SEC’s Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains a website at www.sec.gov that makes available reports, proxy statements and other information regarding issuers that file electronically.

i

PART I. Financial Information

Item 1. Financial Statements

Prosper Marketplace, Inc.

Balance Sheets

	June 30,			December 31,
	2011			2010
	(Unaudited)			(Note 2)
ASSETS
Cash and cash equivalents	$	16,741,388		$	4,284,228
Restricted cash		3,173,760			2,566,631
Servicing rights		-			2,986
Receivables		10,614			6,306
Borrower Loans Receivable at fair value		44,464,760			23,689,950
Property and equipment, net		1,014,612			765,210
Prepaid and other assets		205,840			174,805
Intangible assets, net		-			50,306
Total assets	$	65,610,974		$	31,540,422
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable	$	629,816		$	554,347
Accrued liabilities		1,584,513			1,219,239
Borrower Payment Dependent Notes at fair value		44,038,210			23,478,046
Repurchase obligation		15,227			71,001
Notes payable		-			288,594
Total liabilities		46,267,766			25,611,227
Commitments and contingencies (see Note 12)
Stockholders' Equity
Convertible preferred stock – Series A ($0.001 par value; 4,023,999 shares authorized, issued and outstanding as of June 30, 2011 and December 31, 2010)		4,024			4,024
Convertible preferred stock – Series B ($0.001 par value; 3,310,382 shares authorized, issued and outstanding as of June 30, 2011 and December 31, 2010)		3,310			3,310
Convertible preferred stock – Series C ($0.001 par value; 2,063,558 shares authorized, issued and outstanding as of June 30, 2011 and December 31, 2010)		2,064			2,064
Convertible preferred stock – Series D ($0.001 par value; 20,543,819 shares authorized; 20,340,705 issued and outstanding as of June 30, 2011 and December 31, 2010)		20,341			20,341
Convertible preferred stock – Series D-1 ($0.001 par value; none authorized, issued and outstanding as of June 30, 2011, and 3,110,188 shares authorized, issued and outstanding as of December 31, 2010, respectively)		-			3,110
Convertible preferred stock – Series E ($0.001 par value; 23,222,747 shares authorized; 23,222,747 issued and outstanding as of June 30, 2011)		23,223			-
Convertible preferred stock – Series E-1 ($0.001 par value; 10,000,000 shares authorized; 10,000,000 issued and outstanding as of June 30, 2011)		10,000			-
Common stock ($0.001 par value; 70,714,116 shares authorized; 4,669,249 shares and 4,478,667 shares issued and outstanding as of June 30, 2011 and December 31, 2010, respectively)		4,670			4,480
Additional paid-in capital		73,564,117			56,659,849
Accumulated deficit		(54,288,541	)		(50,767,983	)
Total stockholders' equity		19,343,208			5,929,195
Total liabilities and stockholders' equity	$	65,610,974		$	31,540,422

The accompanying notes are an integral part of these financial statements.

1

Prosper Marketplace, Inc.

Statements of Operations

(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2011			2010			2011			2010
Revenues
Origination fees	$	598,549		$	171,665		$	991,851		$	320,270
Loan servicing fees		7,544			35,536			19,563			100,621
Interest income on Borrower Loans and Payment Dependent Notes, net		104,440			28,426			184,713			54,300
Rebates and promotions		(278,559	)		(18,200	)		(444,963	)		(19,868	)
Revenues		431,974			217,427			751,164			455,323
Cost of revenues
Cost of services		(293,153	)		(220,831	)		(595,976	)		(403,222	)
Reversal of (Provision for) loan and Note repurchases		(2,877	)		(19,597	)		57,792			(27,631	)
Net revenues		135,944			(23,001	)		212,980			24,470
Operating expenses
Compensation and benefits		1,603,216			1,078,904			3,161,425			2,253,729
Marketing and advertising		332,376			97,253			850,371			384,301
Depreciation and amortization		110,006			148,433			233,270			278,164
General and administrative
Professional services		543,963			684,775			1,140,923			1,408,984
Facilities and maintenance		175,754			155,756			325,953			319,612
Other		208,189			599,312			435,876			914,640
Total expenses		2,973,504			2,764,433			6,147,818			5,559,430
Loss before other income		(2,837,560	)		(2,787,434	)		(5,934,838	)		(5,534,960	)
Other income
Interest income		1,563			3,860			2,597			4,329
Change in fair value on Borrower Loans and Payment Dependent Notes, net		190,832			143,099			475,524			233,808
Insurance recoveries		168,571						1,896,844			-
Loss on impairment of fixed assets		(1,707	)		(3,179	)		(1,714	)		(3,179	)
Other income		18,100			15,090			41,029			28,717
Total other income, net		377,359			158,870			2,414,280			263,675
Loss before income taxes		(2,460,201	)		(2,628,564	)		(3,520,558	)		(5,271,285	)
Provision for income taxes		-			-			-			-
Net loss	$	(2,460,201	)	$	(2,628,564	)	$	(3,520,558	)	$	(5,271,285	)
Net loss per share – basic and diluted	$	(0.54	)	$	(0.59	)	$	(0.78	)	$	(1.18	)
Weighted average shares - basic and diluted net loss per share		4,541,327			4,467,032			4,540,664			4,467,032

The accompanying notes are an integral part of these financial statements.

2

Prosper Marketplace, Inc.

Statements of Stockholders' Equity

	Preferred Stock						Common Stock				Additional Paid-In			Accumulated
	Shares			Amount			Shares		Amount		Capital			Deficit			Total
Balance as of January 1, 2010 (Audited)		9,397,939		$	9,398			4,460,667	$	4,462	$	41,406,457		$	(40,625,261	)	$	795,056
Issuance of convertible preferred stock, Series D		20,340,705			20,341							14,998,161						15,018,502
Issuance of convertible preferred stock, Series D-1		3,110,188			3,110													3,110
Offering costs on preferred stock												(275,903	)					(275,903	)
Exercise of stock options								18,000		18		6,482						6,500
Issuance of common stock warrants												96,625						96,625
Compensation expense												126,125						126,125
Net loss															(5,271,285	)		(5,271,285	)
Balance as of June 30, 2010 (Unaudited)		32,848,832		$	32,849			4,478,667	$	4,480	$	56,357,947		$	(45,896,546	)	$	10,498,730
Balance as of January 1, 2011 (Audited)		32,848,832		$	32,849			4,478,667	$	4,480	$	56,659,849		$	(50,767,983	)	$	5,929,195
Issuance of convertible preferred stock, Series E		23,222,747			23,223							17,116,777						17,140,000
Issuance of convertible preferred stock, Series E-1		10,000,000			10,000													10,000
Conversion of convertible preferred stock, Series D-1		(3,110,188	)		(3,110	)		1		-		3,110						(0	)
Offering costs on preferred stock												(447,603	)					(447,603	)
Exercise of stock options								100,416		100		20,983						21,083
Exercise of common stock warrants								90,165		90		17,943						18,033
Issuance of common stock warrants												26,315						26,315
Compensation expense												166,743						166,743
Net loss															(3,520,558	)		(3,520,558	)
Balance as of June 30, 2011 (Unaudited)		62,961,391		$	62,962			4,669,249	$	4,670	$	73,564,117		$	(54,288,541	)	$	19,343,208

The accompanying notes are an integral part of these financial statements.

3

Prosper Marketplace, Inc.

Statements of Cash Flows

(Unaudited)

	Six Months Ended June 30,
	2011			2010
Cash flows from operating activities:
Net loss	$	(3,520,558	)	$	(5,271,285	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		233,270			278,164
Loss on impairment of fixed assets		1,714			3,179
Change in fair value of Borrower Loans		(3,278,390	)		1,613,239
Change in fair value of Borrower Payment Dependent Notes		2,802,866			(1,847,047	)
Stock-based compensation expense		166,743			126,125
Promotional and marketing expenses paid with warrants		26,315			–
Provision for (Reversal of) loan and Note repurchases		(57,792	)		27,631
Change in fair value of servicing rights		2,986			12,549
Amortization of discount on long-term debt		11,406			142,249
Premium on early conversion of convertible note		–			300,000
Changes in operating assets and liabilities:
Restricted cash		(607,129	)		38,621
Receivables		(4,308	)		5,364
Prepaid and other assets		(31,035	)		171,709
Accounts payable and accrued liabilities		440,743			(391,139	)
Loan and Note repurchases		2,018			3,369
Net cash used in operating activities		(3,811,151	)		(4,787,272	)
Cash flows from investing activities:
Origination of Borrower Loans held at fair value		(27,692,219	)		(12,314,876	)
Repayment of Borrower Loans held at fair value		10,195,799			3,115,107
Purchases of property and equipment		(434,079	)		(235,207	)
Net cash used in investing activities		(17,930,499	)		(9,434,976	)
Cash flows from financing activities:
Proceeds from issuance of convertible preferred stock		17,149,999			11,344,728
Offering costs - convertible preferred stock		(447,603	)		(275,903	)
Proceeds from issuance of Notes held at fair value		27,692,219			12,314,876
Payment of Notes held at fair value		(9,934,921	)		(3,004,589	)
Proceeds from the issuance of notes payable		–			2,550,000
Principal repayment of notes payable		(300,000	)		(323,575	)
Proceeds from issuance of common stock		39,116			6,500
Net cash provided by financing activities		34,198,810			22,612,037
Net increase in cash and cash equivalents		12,457,160			8,389,789
Cash and cash equivalents at beginning of the period		4,284,228			616,089
Cash and cash equivalents at end of the period	$	16,741,388		$	9,005,878

The accompanying notes are an integral part of these financial statements.

4

PROSPER MARKETPLACE, INC.

Notes to Financial Statements

(Unaudited)

1. Operations and Business

Prosper Marketplace, Inc. (“Prosper,” the “Company,” “we,” “us,” “our”) was incorporated in the state of Delaware on March 22, 2005. Prosper is an online marketplace for peer-to-peer lending. Prosper’s website provides an online marketplace for loans where people list and bid on loans with interest rates of return determined by Prosper.   Lender members access our platform and “bid” the amount they are willing to commit to the purchase of a Note that is dependent for payment on the corresponding borrower loan, at interest rates set by Prosper.  Loan terms are subject to minimum and maximum loan amounts determined by the borrower’s credit bureau score and Prosper score, at interest rates set by Prosper.  Prosper facilitates the lending and borrowing activities and acts as an agent to the lender by maintaining its online marketplace. Prosper also handles all ongoing loan administration tasks, including loan servicing and collections on behalf of the lenders. Prosper generates revenue by collecting one-time fees from borrowers on funded loans and from loan servicing fees paid by lender members.

All loans requested and obtained by Prosper borrower members through our platform are unsecured obligations of individual borrower members with a fixed interest rate and a loan term set at one, three or five years as of June 30, 2011.  All borrowers are funded by WebBank, an FDIC-insured, Utah-chartered industrial bank.  After funding a loan, WebBank assigns the loan to Prosper, without recourse to WebBank, in exchange for the principal amount of the borrower loan.  WebBank does not have any obligation to purchasers of the Notes.

On July 13, 2009, we implemented a new operating structure and began issuing Borrower Payment Dependent Notes (“Notes”).  The post registration operating structure resulted in Prosper purchasing loans from WebBank, and holding the loans until maturity.  Prosper issues new securities, the Notes, to the winning lenders.  Prosper’s obligation to repay the Notes is conditioned upon the repayment of the associated borrower loan owned by Prosper.  As a result of these changes, borrower loans and the Notes originated on or after July 13, 2009 are carried on Prosper’s balance sheet as assets and liabilities, respectively.  Prosper has elected to carry the borrower loans and the Notes on its balance sheet at fair value.

As reflected in the accompanying financial statements, Prosper has incurred net losses and negative cash flows from operations since inception, and has an accumulated deficit of approximately $54.3 million as of June 30, 2011.  For the three and six months ended June 30, 2011, the Company incurred a net loss of $2.5 million and $3.5 million, respectively and the Company had negative cash flows from operations of $3.8 million for the six months ended June 30, 2011.  Since its inception, Prosper has financed its operations primarily through equity financing from various sources.  In June 2011 the Company raised $17.2 million through the issuance of our Series E Preferred Stock to certain new investors and certain of Prosper’s existing investors.  Please see Note 9, “Shareholders’ Equity”, for further discussion of our Preferred Stock.

5

2. Summary of Significant Accounting Policies

Basis of Presentation

The Company’s unaudited interim financial statements have been prepared in accordance with U.S. generally accepted accounting principles (US GAAP) and disclosure requirements for interim financial information and the requirements of Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by US GAAP for complete financial statements.  The unaudited interim financial statements should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2010, as filed with the SEC on Form 8-K on August 5, 2011.  The balance sheet at December 31, 2010 has been derived from the audited financial statements at that date. Management believes these unaudited interim financial statements reflect all adjustments, including those of a normal recurring nature, which are necessary for a fair presentation of the results for the interim periods presented. The results of operations for the interim periods are not necessarily indicative of the results that may be expected for the full year or any other interim period.

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and the related disclosures at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. These estimates, judgments and assumptions include but are not limited to the following: valuation of borrower loans receivable and associated member payment dependent notes, valuation of servicing rights, valuation allowance on deferred tax assets, valuation and amortization periods of intangible assets, repurchase obligation, stock-based compensation expense, and contingent liabilities. Prosper bases its estimates on historical experience and on various other assumptions that Prosper believes to be reasonable under the circumstances. Actual results could differ from those estimates.

Certain Risks and Concentrations

In the normal course of its business, Prosper encounters two significant types of risk: credit and regulatory. Financial instruments that potentially subject Prosper to significant concentrations of credit risk consist primarily of cash, cash equivalents and restricted cash. The Company places cash, cash equivalents and restricted cash with high-quality financial institutions. Prosper is exposed to credit risk in the event of default by these institutions to the extent the amount recorded on the balance sheet exceeds FDIC insured amounts. Prosper performs periodic evaluations of the relative credit standing of these financial institutions and has not sustained any credit losses from instruments held at these financial institutions.

As previously described, beginning on July 13, 2009, loans originated by Prosper are carried on our balance sheet.  The loans are funded by the Notes and repayment of the Notes is wholly dependent on the repayment of the loan associated with a Note.  As a result, Prosper does not bear the risk associated with the repayment of principal on loans carried on its balance sheet.  A decrease in the value of the loans carried on Prosper’s balance sheet associated with increased credit risk is directly offset by a reduction in the value of the Notes Prosper issued in association with the loan. However, Prosper charges a servicing fee that is deducted from loan payments.  To the extent that loan payments are not made, Prosper’s servicing income will be reduced. 

Prosper is subject to various regulatory requirements. The failure to appropriately identify and address these regulatory requirements could result in certain discretionary actions by regulators that could have a material effect on Prosper’s financial position and results of operations (See Note 12 — Commitments and Contingencies — Securities Law Compliance).

6

Cash and Cash Equivalents

Prosper invests its excess cash primarily in money market funds and in highly liquid debt instruments of U.S. municipalities, and the U.S. government and its agencies. All highly liquid investments with stated maturities of three months or less from date of purchase are classified as cash equivalents. Cash equivalents are recorded at cost, which approximates fair value. Such deposits periodically exceed amounts insured by the FDIC.

Restricted Cash

Restricted cash consists primarily of an irrevocable letter of credit held by a financial institution in connection with the Company’s office lease and cash deposits required to support the Company’s Automated Clearing House and loan origination activities and secured corporate credit cards.

Servicing Rights

Prosper accounts for its servicing rights for loans originated prior to October 16, 2008 under the fair value measurement method of reporting in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 860-50, Servicing Assets and Liabilities. Under the fair value method, Prosper measures its servicing rights at fair value at each reporting date and reports changes in fair value in earnings in the period in which the changes occur.

Prosper estimates the fair value of the servicing rights using a discounted cash flow model to project future expected cash flows based upon a set of valuation assumptions.  Prosper believes market participants would use for similar rights. The primary assumptions Prosper uses to value its servicing rights include prepayment speeds, default rates, cost to service, profit margin, and discount rate. Prosper reviews these assumptions quarterly to ensure that they remain consistent with market conditions. Inaccurate assumptions in valuing servicing rights could affect Prosper’s results of operations.

Borrower Loans and Borrower Payment Dependent Notes

As of July 13, 2009, the Company implemented its new operating structure and began issuing Notes and purchasing loans from WebBank, and holding the loans until maturity.  Prosper’s obligation to repay the Notes is conditioned upon the repayment of the associated borrower loan owned by Prosper.   As a result of these changes, borrower loans and the Notes are carried on our balance sheet as assets and liabilities, respectively.  In conjunction with our new operating structure, we adopted the provisions of ASC Topic 825, Financial Instruments.  ASC Topic 825 permits companies to choose to measure certain financial instruments and certain other items at fair value on an instrument-by-instrument basis with unrealized gains and losses on items for which the fair value option has been elected reported in earnings.  The fair value election, with respect to an item, may not be revoked once an election is made.  In applying the provisions of ASC Topic 825, we recorded assets and liabilities measured using the fair value option in a way that separates these reported fair values from the carrying values of similar assets and liabilities measured with a different measurement attribute.  We do not record a specific allowance account related to the borrower loans and Notes in which we have elected the fair value option, but rather estimate the fair value of the borrower loans and Notes using discounted cash flow methodologies adjusted for Prosper’s historical loss and recovery rates.  We have reported the aggregate fair value of the borrower loans and Notes as separate line items in the assets and liabilities sections of the balance sheet using the methods described in ASC Topic 820, Fair Value Measurements and Disclosures– See Fair Value Measurement. We did not apply the provisions of ASC Topic 825 to loans issued prior to July 13, 2009.

Property and Equipment

Property and equipment consists of computer equipment, office furniture and equipment, and software purchased or developed for internal use. Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation and amortization are computed using the straight-line method based on the estimated useful lives of the assets, which range from three to seven years. Prosper capitalizes expenditures for replacements and betterments and expenses amounts for maintenance and repairs as they are incurred.  Depreciation and amortization commences once the asset is placed in service.

7

Internal Use Software and Website Development

Prosper accounts for internal use software costs, including website development costs, in accordance with ASC Topic 350-40, Internal Use Software and ASC Topic 350-50, Website Development Costs. In accordance with ASC Topic 350-40 and 350-50, the costs to develop software for Prosper’s website and other internal uses are capitalized when management has authorized and committed project funding, preliminary development efforts are successfully completed, and it is probable that the project will be completed and the software will be used as intended. Capitalized software development costs primarily include software licenses acquired, fees paid to outside consultants, and salaries for employees directly involved in the development efforts.

Costs incurred prior to meeting these criteria, together with costs incurred for training and maintenance, are expensed. Costs incurred for upgrades and enhancements that are considered to be probable to result in additional functionality are capitalized. Capitalized costs are included in Property and Equipment and amortized to expense using the straight-line method over their expected lives. The Company evaluates its software assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable.  Recoverability of software assets to be held and used is measured by a comparison of the carrying amount of the asset to the future net undiscounted cash flows expected to be generated by the asset.  If such software assets are considered to be impaired, the impairment to be recognized is the excess of the carrying amount over the fair value of the software asset.

Intangible Assets

Prosper records the purchase of intangible assets not purchased in a business combination in accordance with ASC Topic 350. Prosper has an intangible asset resulting from the purchase of the “Prosper.com” domain name.  The intangible asset is amortized on a straight-line basis over five years.

Impairment of Long-Lived Assets Including Acquired Intangible Assets

In accordance with ASC Topic 360, Property Plant and Equipment, Prosper reviews property and equipment and intangible assets for impairment whenever events or changes in circumstances indicate that the carrying values of those assets may not be recoverable.  Recoverability of assets to be held and used is measured by comparing the carrying value of the asset to future net undiscounted cash flows that the assets are expected to generate. If an asset is considered to be impaired, the impairment to be recognized equals the amount by which the asset’s carrying value exceeds its fair value. Fair value is estimated using discounted net cash flows.

Repurchase Obligation

Prosper is obligated to indemnify lenders and repurchase certain Notes sold to lenders in the event of Prosper’s violation of applicable federal, state, or local lending laws, or verifiable identify theft. The amount of the loan repurchase obligation is estimated based on historical experience. Prosper accrues a provision for the repurchase obligation when the loans are funded. Repurchased loans and Notes associated with federal, state, or local lending laws, or verifiable identity thefts are written off at the time of repurchase.

Revenue Recognition

Prosper recognizes revenue in accordance with ASC Topic 605, Revenue Recognition.  Under ASC Topic 605, Prosper recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the price of the services is fixed and determinable and collectability is reasonably assured.

8

Origination Fees

Origination fees are a percentage of the amount borrowed varying by Prosper Rating and are recognized when the loan is funded to the borrower. Effective July 26, 2010, borrowers with a Prosper Rating of AA are charged an origination fee of 0.5% of the aggregate principal balance of the loan with no minimum fee, borrowers with a Prosper Rating of A through B are charged an origination fee of 3% of the aggregate principal balance of the loan or $75 whichever is greater and borrowers with a Prosper Rating of C through HR are charged an origination fee of 4.5% of the aggregate principal balance of the loan or $75, whichever is greater.  As of December 20, 2010, we eliminated the $75 minimum fee. Prior to July 26, 2010, borrowers with a Prosper Rating of AA were charged an origination  fee of 0.5% of the aggregate principal balance of the loan with no minimum fee, borrowers with a Prosper Rating of A through HR were charged an origination fee of 3% of the aggregate principal balance of the loan or $50 whichever was greater.

Loan servicing fees

Loan servicing revenue includes monthly loan servicing fees and non-sufficient funds (NSF) fees on loans originated prior to October 16, 2008. Loan servicing fees are accrued daily based on the current outstanding loan principal balance of the borrower loan but are not recognized until payment is received due to the uncertainty of collection of borrower loan payments. Servicing fees for a loan vary based on the credit grade of the borrower.  Prosper charges a NSF fee to borrowers on the first failed payment of each billing period.  NSF fees are charged to the borrower and collected and recognized immediately.

Interest income (expense) on Borrower Loans receivable and Payment Dependent Notes

We recognize interest income on our borrower loan receivable using the accrual method based on the stated interest rate to the extent that we believe it to be collectable.  We record interest expense on the corresponding Payment Dependent Note based on the contractual interest rate. Gross interest income earned and gross interest expense incurred was $1,961,708 and $1,857,268, and $628,383 and $599,957 for the three months ended June 30, 2011 and 2010, respectively.  Gross interest income earned and gross interest expense incurred was $3,419,911 and $3,235,198, and $1,087,874 and $1,033,573 for the six months ended June 30, 2011 and 2010, respectively.

Advertising and Promotional Expenses

Under the provisions of ASC Topic 720, Other Expenses,the costs of advertising are expensed as incurred. Advertising costs were $332,376 and $97,253 for the three months ended June 30, 2011 and 2010, respectively and $850,371 and $384,301 for the six months ended June 30, 2011 and 2010, respectively.

Stock-Based Compensation

The Company accounts for its stock-based compensation for employees using fair-value-based accounting in accordance with ASC Topic 718, Stock Compensation.  ASC Topic 718 requires companies to estimate the fair value of stock-based awards on the date of grant using an option-pricing model. The stock-based compensation related to awards that is expected to vest is amortized using the straight line method over the vesting term of the stock-based award, which is generally four years. Expected forfeitures of unvested options are estimated at the time of grant and reduce the recognized stock-based compensation expense. The forfeitures were estimated based on historical experience. The Company estimated its annual forfeiture rate to be 23.5% and 23.6% for the six months ended June 30, 2011 and 2010, respectively.

Prosper has granted options to purchase shares of common stock to nonemployees in exchange for services performed. Prosper accounts for stock options and restricted stock issued to nonemployees in accordance with the provisions of ASC Topic 505-50, Equity-Based Payments to Non-Employees, which requires that equity awards be recorded at their fair value.  Under ASC Topic 718 and 505-50, Prosper uses the Black-Scholes model to estimate the value of options granted to nonemployees at each vesting date to determine the appropriate charge to stock-based compensation. The volatility of common stock was based on comparative company volatility.

9

The fair value of stock option awards for the six months ended June 30, 2011 and 2010 was estimated at the date of grant using the Black-Scholes model with the following average assumptions:

	Three Months Ended					Six Months Ended
	June 30,					June 30,
	2011		2010			2011			2010
Volatility of common stock		**		67.70	%		65.84	%		67.70	%
Risk-free interest rate		**		1.81	%		1.70	%		1.81	%
Expected life*		**	4.3 years			4.5 years			4.3 years
Dividend yield		**		0	%		0	%		0	%
Weighted-average fair value of grants		**	$	0.20		$	0.20		$	0.20

* For nonemployee stock option awards, the expected life is the contractual term of the award, which is generally ten years.

** No stock option awards were granted during the three months  ended June 30, 2011.

The Black-Scholes model requires the input of highly subjective assumptions, including the expected stock price volatility. Because Prosper’s equity awards have characteristics significantly different from those of traded options, the changes in the subjective input assumptions can materially affect the fair value estimate.

Total stock-based compensation expense for employee and non-employee stock-option awards reflected in the statements of operations for the six months ended June 30, 2011 and 2010 was approximately $166,743 and $126,125, respectively and $94,845 and $72,813 for the three months ended June 30, 2011 and 2010, respectively.  As of June 30, 2011, the unamortized stock-based compensation expense related to unvested stock-based awards was approximately $244,006 which will be recognized over the remaining vesting period of approximately 2.4 years.

Net Loss Per Share

Prosper computes net loss per share in accordance with ASC Topic 260 Earnings Per Share. Under ASC Topic 260, basic net loss per share is computed by dividing net loss per share available to common stockholders by the weighted average number of common shares outstanding for the period and excludes the effects of any potentially dilutive securities. Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock using the “treasury stock” and/or “if converted” methods as applicable. At June 30, 2011, there were outstanding convertible preferred stock, warrants and options convertible into 62,961,391, 639,875 and 6,316,850 common shares, respectively, which may dilute future earnings per share. Due to the Company reporting a net loss for the three and six months ended June 30, 2011 and 2010, there is no calculation of fully-diluted earnings per share as all common stock equivalents are anti-dilutive.

Income Taxes

Prosper uses the liability method to account for income taxes. Under this method, deferred income tax assets and liabilities are based on the differences between the financial statements and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.  Under ASC Topic 740, Income Taxes. our policy to include interest and penalties related to gross unrecognized tax benefits within our provision for income taxes did not change.

10

Fair Value Measurement

Prosper adopted ASC Topic 820 on January 1, 2008. ASC Topic 820 provides a framework for measuring the fair value of assets and liabilities.  ASC Topic 820 also provides guidance regarding a fair value hierarchy, which prioritizes information used to measure fair value and the effect of fair value measurements on earnings and provides for enhanced disclosures determined by the level within the hierarchy of information used in the valuation.  ASC Topic 820 applies whenever other standards require (or permit) assets or liabilities to be measured at fair value but does not expand the use of fair value in any new circumstances.

ASC Topic 820 defines fair value in terms of the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

The price used to measure the fair value is not adjusted for transaction costs while the cost basis of certain financial instruments may include initial transaction costs. Under ASC Topic 820, the fair value measurement also assumes that the transaction to sell an asset occurs in the principal market for the asset or, in the absence of a principal market, the most advantageous market for the asset. The principal market is the market in which the reporting entity would sell or transfer the asset with the greatest volume and level of activity for the asset. In determining the principal market for an asset or liability under ASC Topic 820, it is assumed that the reporting entity has access to the market as of the measurement date. If no market for the asset exists or if the reporting entity does not have access to the principal market, the reporting entity should use a hypothetical market.

Under ASC Topic 820, assets and liabilities carried at fair value in the balance sheets are classified among three levels based on the observability of the inputs used to determine fair value:

Level 1 — The valuation is based on quoted prices in active markets for identical instruments.

Level 2 — The valuation is based on observable inputs such as quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market.

Level 3 — The valuation is based on unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the instrument. Level 3 valuations are typically performed using pricing models, discounted cash flow methodologies, or similar techniques, which incorporate management’s own estimates of assumptions that market participants would use in pricing the instrument or valuations that require significant management judgment or estimation.

Prosper determines the fair values of its financial instruments based on the fair value hierarchy established in that standard, which requires an entity to maximize the use of quoted prices and observable inputs and to minimize the use of unobservable inputs when measuring fair value. Various valuation techniques are utilized, depending on the nature of the financial instrument, including the use of market prices for identical or similar instruments, or discounted cash flow models.  When possible, active and observable market data for identical or similar financial instruments are utilized. Alternatively, fair value is determined using assumptions that management believes a market participant would use in pricing the asset or liability.

The Company’s financial instruments consist principally of cash and cash equivalents, restricted cash, receivables, borrower loans, servicing rights, accounts payable and accrued liabilities, Borrower Payment Dependent Notes and long-term debt.  The estimated fair values of cash and cash equivalents, restricted cash, accounts payable and accrued liabilities approximate their carrying values because of their short term nature.

11

The following tables present the assets and liabilities measured at fair value on a recurring basis as of June 30, 2011 and December 31, 2010:

December 31, 2010	Level 1 Inputs		Level 2 Inputs		Level 3 Inputs		Fair Value
Assets
Servicing rights		—		—	$	2,986	$	2,986
Borrower Loans receivable		—		—		23,689,950		23,689,950
Liabilities
Borrower Payment Dependent Notes		—		—	$	23,478,046	$	23,478,046

June 30, 2011	Level 1 Inputs		Level 2 Inputs		Level 3 Inputs		Fair Value
Assets
Borrower Loans receivable		—		—	$	44,464,760	$	44,464,760
Liabilities
Borrower Payment Dependent Notes		—		—	$	44,038,210	$	44,038,210

As observable market prices are not available for the borrower loans and Notes we hold, or for similar assets and liabilities, we believe the borrower loans and Notes should be considered Level 3 financial instruments under ASC Topic 820.  In a hypothetical transaction as of the measurement date, the Company believes that differences in the principal marketplace in which the loans are originated and the principal marketplace in which the Company might offer those loans may result in differences between the originated amount of the loans and their fair value as of the transaction date.  For borrower loans, the fair value is estimated using discounted cash flow methodologies based upon valuation assumptions including prepayment speeds, roll rates, recovery rates and discount rates based on the perceived credit risk within each credit grade.

Our obligation to pay principal and interest on any Note is equal to the loan payments, if any, we receive on the corresponding borrower loan, net of our 1.0% servicing fee.  As such, the fair value of the Note is approximately equal to the fair value of the borrower loans, adjusted for the 1.0% servicing fee.  Any unrealized gains or losses on the borrower loans and Notes for which the fair value option has been elected is recorded as a separate line item in the statement of operations.  The effective interest rate associated with the Notes will be less than the interest rate earned on the borrower loans due to the 1.0% servicing fee.  See Note 4 for a rollforward and further discussion of the significant assumptions used to value borrower loans and Notes.

Servicing rights related to loans originated prior to October 16, 2008 do not trade in an active open market with readily observable prices. Although sales of servicing assets do occur, the nature and character of the assets underlying those transactions are not similar to those held by the Company and, therefore, the precise terms and conditions typically seen in the marketplace would likely not be available to the Company. Accordingly, management determines the fair value of its servicing rights using a discounted cash flow model to project future expected cash flows based upon a set of valuation assumptions Prosper believes market participants would use for similar rights. The primary assumptions Prosper uses for valuing its servicing asset include prepayment speeds, default rates, cost to service, profit margin, and discount rate.

12

Prosper reviews these assumptions to ensure that they remain consistent with the market conditions. Inaccurate assumptions in valuing the servicing rights could affect Prosper’s results of operations. Due to the nature of the valuation inputs, servicing assets are classified as Level 3. The change in the fair-value of servicing rights is included in cost of services in the statement of operations.  See Note 3 for a further discussion of the significant assumptions used to value servicing rights.

The changes in Level 3 assets measured at fair value on a recurring basis are as follows:

	Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
	Servicing Rights			Borrower Loans			Borrower Payment Dependent Notes			Total
Balance at January 1, 2010	$	24,319		$	7,020,363		$	(6,903,173	)	$	141,509
Originations					5,933,690			(5,933,690	)		—
Principal repayments					(1,337,679	)		1,311,571			(26,108	)
Change in fair value on borrower loans and Payment Dependent Notes					(634,691	)		725,400			90,709
Change in fair value of servicing rights		(7,114	)		—			—			(7,114	)
Balance at March 31, 2010	$	17,205		$	10,981,683		$	(10,799,892	)	$	198,996
Originations					6,381,186			(6,381,186	)		—
Principal repayments					(1,777,428	)		1,693,018			(84,410	)
Change in fair value on borrower loans and Payment Dependent Notes					(978,548	)		1,121,647			143,099
Change in fair value of servicing rights		(5,435	)		—			—			(5,435	)
Balance at June 30, 2010	$	11,770		$	14,606,893		$	(14,366,413	)	$	252,250
Balance at January 1, 2011	$	2,986		$	23,689,950		$	(23,478,046	)	$	214,890
Originations					11,471,874			(11,471,874	)		—
Principal repayments					(4,506,839	)		4,343,090			(163,749	)
Change in fair value on borrower loans and Payment Dependent Notes					(295,451	)		580,143			284,692
Change in fair value of servicing rights		(2,019	)		—			—			(2,019	)
Balance at March 31, 2011	$	967		$	30,359,534		$	(30,026,687	)	$	333,814
Originations					16,220,345			(16,220,345	)		—
Principal repayments					(5,688,960	)		5,591,831			(97,129	)
Change in fair value on borrower loans and Payment Dependent Notes					3,573,841			(3,383,009	)		190,832
Change in fair value of servicing rights		(967	)								(967	)
Balance at June 30, 2011	$	—		$	44,464,760		$	(44,038,210	)	$	426,550

13

3. Servicing Rights

Prosper calculates the fair value of the servicing asset based on the following assumptions:

	June 30,
	2011			2010
Unpaid principal loan balance under service	$	713,000		$	13,900,000
Servicing fees		0.0% - 1.0	%		0.0% - 1.0	%
Projected prepayment speed		2.32	%		1.39	%
Discount rate		25	%		25	%

No servicing rights were purchased or sold during the six months ended June 30, 2011.

4. Borrower Loans and Borrower Payment Notes Held at Fair Value

Prosper estimates the fair value of the borrower loans and Notes using discounted cash flow methodologies based upon a set of valuation assumptions. The main assumptions Prosper used to value the borrower loans and Notes include prepayment rates derived from historical prepayment rates for each credit score, default rates derived from historical performance, recovery rates and discount rates applied to each credit tranche based on the perceived credit risk of each credit grade. Our obligation to pay principal and interest on any Note is equal to the loan payments, if any, we receive on the corresponding borrower loan, net of our 1.0% servicing fee.  As such, the fair value of the Note is approximately equal to the fair value of the borrower loans, adjusted for the 1.0% servicing fee.  The effective interest rate associated with the Notes will be less than the interest rate earned on the borrower loans due to the 1.0% servicing fee.

For borrower loans originated and Notes issued after July 13, 2009, we used the following average assumptions to determine the fair value as of June 30, 2011:

Monthly prepayment rate speed	1.59	%
Recovery rate	5.19	%
Discount rate *	8.80	%
Weighted average default rate	9.13	%

* This is the average discount rate among all of Prosper’s credit grades

The following table presents additional information about borrower loans and Notes measured at fair value on a recurring basis for the six months ended June 30, 2011:

	Borrower Loans			Notes
Fair value at January 1, 2011	$	23,689,950		$	23,478,046
Originations		27,692,219			27,692,219
Principal repayments		(9,325,409	)		(9,064,531	)
Borrower Loans and Notes charged-off during the period		(870,390	)		(870,390	)
Realized and unrealized losses included in earnings		3,278,390			—
Realized and unrealized gains included in earnings		—			2,802,866
Fair value at June 30, 2011	$	44,464,760		$	44,038,210

Due to the recent origination of the borrower loans and Notes, the change in fair value attributable to instrument-specific credit risk is immaterial.  The Company had no originations of borrower loans or issuances of Notes prior to July 13, 2009. Of the loans originated from July 13, 2009 to June 30, 2011, the Company had 467 loans which were 90 days or more delinquent for an aggregate principal amount of $1,683,394 and a fair value of $108,669 as of June 30, 2011.

14

5. Notes Payable

In 2006, we entered into a non-interest bearing promissory note in the amount of $380,000 for the purchase of the “Prosper.com” domain name. The note was discounted by $109,583 for a net payable of $270,417. The promissory note includes both principal and interest and is payable in annual installments of $20,000 due on the first, second, third, and fourth anniversary of the note and $300,000 due on the fifth anniversary of the note. In June 2011, the promissory note was paid in full. Interest on the note was imputed at an 8% annual rate and is amortized to interest expense over the five year life of the loan.  We recorded amortized interest expense of $11,406 and $11,029 for the six months ended June 30, 2011 and 2010, respectively.

6. Accrued Liabilities

As of June 30, 2011 and December 31, 2010, accrued liabilities consist of the following:

	June 30,		December 31,
	2011		2010
Legal accruals and fees	$	464,170	$	373,572
Audit, tax and accounting		288,500		411,256
Payroll and benefits		200,584		161,732
Loan servicing costs		243,394		115,364
Other		387,865		157,315
	$	1,584,513	$	1,219,239

7. Repurchase Obligation

Changes in the repurchase obligation are summarized below:

Balance at January 1, 2011	$	71,001
Reversal of provision for Loans and Notes repurchases		(57,792	)
Repurchased Loans and Notes recoveries during the period		2,018
Balance at June 30, 2011	$	15,227

15

8. Net Loss Per Share

As mentioned in Note 2, the Company computes net loss per share in accordance with ASC Topic 260. Under ASC Topic 260, basic net loss per share is computed by dividing net loss per share available to common stockholders by the weighted average number of common shares outstanding for the period and excludes the effects of any potentially dilutive securities. Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock using the “treasury stock” and/or “if converted” methods as applicable.

Basic and diluted loss per share was calculated as follows:

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2011			2010			2011			2010
Numerator:
Net loss	$	(2,460,201	)	$	(2,628,564	)	$	(3,520,558	)	$	(5,271,285	)
Denominator:
Weighted average shares used in computing basic and diluted net loss per share		4,541,327			4,467,032			4,540,664			4,467,032
Basic and diluted net loss per share	$	(0.54	)	$	(0.59	)	$	(0.78	)	$	(1.18	)

Due to losses attributable to common stockholders for each of the periods below, the following potentially dilutive shares are excluded from the diluted net loss per share calculation because they were anti-dilutive under the treasury stock method, in accordance with ASC Topic 260:

	June 30,
	2011		2010
Excluded Securities:
Convertible preferred stock issued and outstanding		62,961,391		29,738,647
Stock options issued and outstanding		6,316,850		4,573,639
Warrants issued and outstanding		639,875		-
Total common stock equivalents excluded from diluted net loss per common share computation		69,918,116		34,312,286

9. Stockholders’ Equity

Preferred Stock

Under Prosper’s certificate of incorporation, preferred stock is issuable in series, and the Board of Directors is authorized to determine the rights, preferences, and terms of each series.

In April 2010, Prosper issued and sold 20,340,705 shares of Series D (Series D) and 3,110,188 shares of Series D-1 (Series D-1) convertible preferred stock in a private placement for $14,595,709, which is net of issuance costs of $125,903.  In June 2011, Prosper issued and sold 23,222,747 shares of Series E (Series E) convertible preferred stock in a private placement for $16,702,396, which is net of issuance costs of approximately $447,603.  In connection with that sale, we issued 10,000,000 shares of the Company’s Series E-1 Preferred Stock to certain holders of our Series A, B and C Preferred Stock who participated in the Series E financing.  The E-1 shares were allocated among these stockholders in proportion to their relative participation in the Series E financing.  Upon issuance of our Series E and E-1 preferred stock all shares of our Series D-1 preferred stock were converted to common shares.

16

Dividends

The holders Series D and Series E preferred stock are entitled to receive dividends at an annual rate of 8% per share for the preferred stock times the Liquidation Preference for such shares of preferred stock payable in preference and priority to any declaration or payment of any distribution on common stock of the corporation in such calendar year. Such dividends shall be payable only when, as, and if declared by the Board of Directors. To date, no dividends have been declared, and there are no dividends in arrears at June 30, 2011. The accrued but unpaid cumulative dividends on shares of Series E preferred stock shall be paid in preference and priority to the payment of the accrued but unpaid cumulative dividends on shares of Series D preferred stock.  No distributions shall be made with respect to the Common Stock until all declared dividends on the Preferred Stock have been paid or set aside for payment to the Preferred Stock holders.  The right to receive dividends on shares of Series D Preferred Stock and Series E Preferred Stock shall be cumulative from and after the date of issuance of such shares of Series D Preferred Stock or Series E Preferred Stock.

Conversion

Each share of preferred stock shall automatically be converted into fully-paid, non-assessable shares of common stock at the conversion rate for such share (i) immediately prior to the closing of an underwritten initial public offering at a price per share (prior to underwriting commissions and expensese) that values the Corporation at least $200,000,000 in an offering with aggregate proceeds to Prosper of at least $40,000,000 (before  deducting underwriters commissions and expenses), pursuant to an effective registration statement filed under the Securities Act of 1933, as amended (the “Securities Act”), covering the offer and sale of Prosper’s common Stock, or (ii) upon the receipt of a written request for such conversion from the holders of more than sixty percent (60%) of the voting power of all then outstanding shares of preferred stock, or, if later, the effective date for conversion specified in such requests, provided that shares of Series D shall not be automatically converted pursuant to this clause (ii) unless the holders of eighty-two percent (82%) of the outstanding shares of Series E approve such conversion.  In addition, if when a Liquidation Event occurs, any of a holder’s shares of Series A, Series B or Series C Preferred Stock have been converted into Common Stock then all shares of Series E-1 Preferred Stock held by such holder shall automatically be converted into fully-paid, non-assessable shares of Common Stock at the then effective Conversion Rate for such shares immediately prior to such Liquidation Event.

Liquidation Rights

In the event of any liquidation, dissolution, or winding up of Prosper, whether voluntary or involuntary, Series E preferred stock shall be entitled to receive, prior and in preference to any distribution of the proceeds to the holders of Series A, Series B, Series C, Series D, Series E-1or Common Stock by reason of their ownership of such stock, an amount per share for each share of Series E Preferred Stock held by them equal to the sum of $0.7385 (as adjusted for any stock dividends, combinations, or splits), plus all declared but unpaid dividends (if any) on each share of preferred stock.  If upon such Liquidation Event, the assets of the Company legally available for distribution to the holders of the Series E  Preferred Stock are insufficient to pay the preferential amount, then the entire assets of the Corporation legally available for distribution shall be distributed with equal priority and pro rata among the holders of the Series D Preferred Stock.

After the payment or setting aside for payment to the holders of Series E preferred stock of the preferential amount, the holders of Series D preferred stock shall be entitled to receive prior and in preference to any distribution of proceeds to the holders of Series A, Series B, Series C and Series E-1 or Common Stock by reason of their ownership of such stock an amount per share for each share of Series E Preferred Stock held by them equal to the sum of $0.7385 (as adjusted for any stock dividends, combinations, or splits), plus all declared but unpaid dividends (if any) on each share of preferred stock.   After the payment of settling aside for payment to the of Series E and Series D of the full amounts specified above, the holders of Series E-1 preferred stock shall be entitled to receive prior and in preference to any distribution of proceeds to the holders of Series A, Series B, Series C or Common Stock by reason of their ownership of such stock an amount per share for each share of Series E-1 Preferred Stock held by them equal to the sum of $1.00.

After the payment or setting aside for payment to the holders of Series E, Series D and Series E-1, the entire remaining proceeds legally available for distribution shall be distributed pro rata to the holders of Series E, Series D and Common Stock in proportion to the number of shares of common stock held by them.

17

Voting

Each holder of shares of the preferred stock shall be entitled to the number of votes equal to the number of shares of common stock into which such shares of preferred stock could be converted and shall have voting rights and powers equal to the voting rights and powers of the common stock (except as otherwise expressly provided herein or as required by law), voting together with the common stock as a single class, and shall be entitled to notice of any stockholders’ meeting in accordance with the Bylaws of Prosper. The holders of the preferred stock shall vote as oneclass with the holder of the common stock except with respect to certain matters that require separate votes.

Common Stock

Prosper is authorized to issue up to 70,714,116 shares of common stock, $0.001 par value, of which 4,669,249 and 4,478,667 shares were issued and outstanding as of June 30, 2011, and December 31, 2010, respectively.  Each holder of common stock shall be entitled to one vote for each share of common stock held.

Common Stock Issued upon Exercise of Stock Options

For the six months ended June 30, 2011 and 2010, the Company issued 100,416 and 18,000 shares of common stock, respectively, upon the exercise of options for cash proceeds of $21,083 and $6,500, respectively.

Common Stock Issued upon Exercise of Warrants

For the six months ended June 30, 2011, the Company issued 90,165 shares of common stock upon the exercise of warrants for cash proceeds of $18,033.

10. Stock Option Plan and Other Stock Compensation

In 2005, Prosper’s Board of Directors, which at such time was comprised of the Company’s sole stockholders, approved the adoption of the 2005 Stock Option Plan (the “Plan”). Under the Plan, options to purchase up to 1,879,468 shares of common stock were reserved for grants to employees, directors, and consultants by the Board of Directors to promote the success of Prosper’s business. On January 31, 2008, the Board of Directors increased the total number of options under the Plan by 500,000 for a total of 2,379,468 options available for grant. On October 6, 2009, the Board of Directors increased the total number of options under the Plan by an additional 500,000 for a total of 2,879,468 options available for grant. On April 15, 2010, the Board of Directors increased the total number of options under the Plan by an additional 6,109,321 for a total of 8,988,789 options available to grant. On June 3, 2011, the Board of Directors increased the total number of options under the Plan by an additional 3,550,875 for a total of 12,539,664 options available to grant.

Incentive stock options are granted to employees at an exercise price not less than 100% of the fair value of Prosper’s common stock on the date of grant. Nonstatutory stock options are granted to consultants and directors at an exercise price not less than 85% of the fair value of Prosper’s common stock on the date of grant. If options are granted to stockholders who hold 10% or more of Prosper’s common stock on the option grant date, then the exercise price shall not be less than 110% of the fair value of Prosper’s common stock on the date of grant. The fair value is based on a good faith estimate by the Board of Directors at the time of each grant. As there is no active trading market for these options, such estimates may ultimately differ from valuations completed by an independent party. The options generally vest over four years, which is the same as the performance period. In no event are options exercisable more than ten years after the date of grant.

18

Option activity under the Option Plan is summarized as follows for the periods below:

	Options Issued and Outstanding			Weighted-Average Exercise Price
Balance as of January 1, 2010		1,897,126		$	0.96
Options granted (weighted average fair value of $0.20)		3,085,596		$	0.20
Options exercised		(18,000	)	$	0.36
Options canceled		(391,083	)	$	1.09
Balance as of June 30, 2010		4,573,639		$	0.44
Balance as of January 1, 2011		5,766,859		$	0.30
Options granted (weighted average fair value of $0.20)		1,112,978		$	0.20
Options exercised		(100,416	)	$	0.21
Options canceled		(462,571	)	$	0.26
Balance as of June 30, 2011		6,316,850		$	0.28
Options outstanding and exercisable at June 30, 2011		2,243,864		$	0.39

Other Information Regarding Stock Options

Additional information regarding common stock options outstanding as of June 30, 2011 is as follows:

	Options Outstanding								Options Exercisable
Range of Exercise Prices	Number Outstanding		Weighted Avg. Remaining Life		Weighted Avg. Exercise Price		Intrinsic Value		Number Exercisable		Weighted Avg. Exercise Price		Intrinsic Value
$0.20 - $0.20		5,443,264		9.08	$	0.20		–		1,572,942	$	0.20		–
$0.25 - $0.25		34,158		4.18		0.25		–		34,158		0.25		–
$0.50 - $0.50		304,117		5.37		0.50		–		304,117		0.50		–
$0.56 - $0.56		365,000		8.09		0.56		–		177,500		0.56		–
$1.94 - $1.94		125,311		7.51		1.94		–		118,065		1.94		–
$2.17 - $2.17		45,000		6.69		2.17		–		37,082		2.17		–
		6,316,850		8.77	$	0.28	$	–		2,243,864	$	0.39	$	–

The intrinsic value is calculated as the difference between the value of Prosper's common stock at June 30, 2011, which was $0.20 per share, and the exercise price of the options.

No compensation expense is recognized for unvested shares that are forfeited upon termination of service, and the stock-based compensation expense for the six months ended June 30, 2011 and 2010 reflect the expenses that Prosper expects to recognize after the consideration of estimated forfeitures.

19

11. Income Taxes

As part of the process of preparing the Company’s financial statements, the Company is required to estimate its income taxes in each of the jurisdictions in which it operates. This process involves determining the Company’s income tax expense (benefit) together with calculating the deferred income tax expense (benefit) related to temporary differences resulting from differing treatment of items, such as deferred revenue or deductibility of certain intangible assets, for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included within the accompanying balance sheet. The Company must then assess the likelihood that the deferred tax assets will be recovered through the generation of future taxable income.

Due to the book and tax net losses incurred during the six months ended June 30, 2011 and 2010, Prosper has not incurred any income tax expense during those periods.  In addition, Prosper has maintained a full valuation allowance against its net deferred tax assets because the realization of those deferred tax assets is dependent upon future earnings, and the amount and timing of those earnings, if any is uncertain.

12. Commitments and Contingencies

Future minimum lease payments and other commitments

Prosper leases its corporate office and co-location facility under noncancelable operating leases that expire in July 2013 and August 2014, respectively. Prosper’s corporate office lease has the option to renew for an additional two years.  Future minimum rental payments under these leases as of June 30, 2011 are as follows:

Remaining six months ended December 31, 2011	$	209,869
Years ended December 31:
2012		416,808
2013		298,357
2014		86,569
Total future operating lease obligations	$	1,011,603

Rental expense under premises-operating lease arrangements was approximately $109,302 and $218,604 for the three and six  months ended June 30, 2011, and $107,012 and $214,023 for the corresponding periods during 2010, respectively.

On April 14, 2008, the Company entered into an agreement with a WebBank, Utah-chartered industrial bank whereby all loans originated through the Prosper marketplace resulting from listings posted on or after April 15, 2008 are made by WebBank under its bank charter. The arrangement allows for loans to be offered to borrowers at uniform nationwide terms. The Company is required to pay WebBank the greater of a monthly minimum fee or a fee calculated based on a certain percentage of monthly loan origination volume.

On March 3, 2009, the Company entered into an agreement with a third party broker-dealer in which the third party agreed to operate and maintain Prosper’s Note Trader Platform on which lender members may offer their Notes for sale to other lender members.  The Company, if any, is required to pay the third party broker-dealer an agreed upon monthly fee which equals the difference between the minimum monthly fee and the transaction fees collected by the third party provider during that month.

20

Securities Law Compliance

From inception through October 16, 2008, the Company sold approximately $178.1 million of loans to unaffiliated lender members, and $1.0 million of loans to affiliated lender members through the Prosper platform whereby the Company assigned promissory notes directly to lender members. The Company did not register the offer and sale of the promissory notes offered and sold through the Prosper platform under the Securities Act of 1933 or under the registration or qualification provisions of the state securities laws. The Company’s management believes that the question of whether or not the operation of the Prosper platform involved an offer or sale of a “security” involved a complicated factual and legal analysis and was uncertain. If the sales of promissory notes offered through the Company’s platform were viewed as a securities offering, the Company would have failed to comply with the registration and qualification requirements of federal and state laws and lender members who hold these promissory notes may be entitled to rescission of unpaid principal, plus statutory interest. Generally, the federal statute of limitations for noncompliance with the requirement to register securities under the Securities Act of 1933 is one year from the violation.

The Company’s decision to restructure its operations and cease sales of promissory notes offered through the platform effective October 16, 2008 limited this contingent liability to the period covering Prosper's activities prior to October 16, 2008, the date on which the Company ceased sales of promissory notes offered through the platform.

The Company has not recorded an accrued loss contingency in connection with the sale of promissory notes to lender members. Accounting for loss contingencies involves the existence of a condition, situation or set of circumstances involving uncertainty as to possible loss that will ultimately be resolved when one or more future event(s) occur or fail to occur. An estimated loss in connection with a loss contingency shall be recorded by a charge to current operations if both of the following conditions are met: first, the amount can be reasonably estimated; and second, the information available prior to issuance of the financial statements indicates that it is probable that a liability has been incurred at the date of the financial statements.

The Company has assessed the contingent liability related to prior sales of loans on the platform and has determined that the occurrence of the contingency is reasonably possible but not probable and that contingent liability ranges from $0 in the event the Company prevails to a maximum of $45.0 million which represents the remaining outstanding principal amount of $0.4 million and loans charged off of $44.6 million as of June 30, 2011.

On November 25, 2008, the Company signed a settlement agreement with the North American Securities Administrators Association (“NASAA”) to pay penalties not to exceed $1.0 million to the States in order to resolve matters relating to Prosper’s alleged unregistered offer and sale of securities. The $1.0 million penalty would be allocated among the states where Prosper conducts business, based on the loan sale transaction volume in each state. However, Prosper will not be required to pay any portion of the fine to those states which elect not to participate in the settlement. As of June 30, 2011 and December 31, 2010, the Company had accrued approximately $277,000 and $284,000, respectively, in connection with this contingent liability in accordance with ASC Topic 450, Contingencies. The methodology applied to estimate the accrual was to divide the $1,000,000 maximum fee pro-rata by state using the Company’s originations since inception. A weighting was then applied by state to assign a likelihood that the penalty will be claimed. In estimating the probability of a claim being made, we considered factors such as the nature of the settlement agreement, whether the states had given any indication of their concern regarding the sale of the promissory notes, and the probability of states opting out of the settlement to pursue their own litigation against the Company, whether penalty is sufficient to compensate these states for the cost of processing the settlement and finally the impact that current economic conditions have had on state governments. The Company will continue to evaluate this accrual and related assumptions as new information becomes known. Penalties will be paid promptly after a state reviews and agrees to the language of the consent order. There is no deadline for the states to decide whether to enforce the consent order. On April 21, 2009, the Company andNASAA finalized a template consent order, which NASAA is recommending that the states adopt in settling any state initiated matters with the Company.  As of June 30, 2011, the Company entered into 33 consent order agreements and has paid an aggregate of $436,717 in penalties.

21

On November 26, 2008, plaintiffs, Christian Hellum, William Barnwell and David Booth, individually and on behalf of all other plaintiffs similarly situated, filed a class action lawsuit against us, certain of our executive officers and our directors in the Superior Court of California, County of San Francisco, California.  The suit was brought on behalf of all loan note purchasers in our online lending platform from January 1, 2006 through October 14, 2008.  The lawsuit alleges that Prosper offered and sold unqualified and unregistered securities in violation of the California and federal securities laws.  The lawsuit seeks class certification, damages and the right of rescission against Prosper and the other named defendants, as well as treble damages against Prosper and the award of attorneys’ fees, experts’ fees and costs, and pre-judgment and post-judgment interest.

Some of the individual defendants filed a demurrer to the First Amended Complaint, which was heard on June 11, 2009 and sustained by the court with leave to amend until July 10, 2009.  The plaintiffs filed a Second Amended Complaint on July 10, 2009, to which the same individual defendants demurred.  On September 15, 2009, this demurrer was sustained by the court without leave to amend.  On February 25, 2011, the plaintiffs filed a Third Amended Complaint, which removed David Booth as a plaintiff and added Brian Russom and Michael Del Greco as plaintiffs.  The new plaintiffs are representing the same putative class and prosecuting the same claims as the previously named plaintiffs. On April 29, 2011, the California Court of Appeal reversed the trial court’s decision sustaining the individual defendants’ demurrer to the Second Amended Complaint. On June 9, 2011, the individual defendants filed a petition before the California Supreme Court seeking review of the Court of Appeal’s opinion.

Prosper’s insurance carrier with respect to the class action lawsuit, Greenwich Insurance Company (“Greenwich”), has denied coverage.  On August 21, 2009, Prosper filed suit against Greenwich in the Superior Court of California, County of San Francisco, California.  The lawsuit seeks a declaration that Prosper is entitled to coverage under its policy with Greenwich for losses arising out of the class action lawsuit as well as damages and the award of attorneys’ fees and pre-judgment and post-judgment interest.

On January 26, 2011, the court issued a final statement of decision finding that Greenwich has a duty to defend the class action lawsuit, and requiring that Greenwich pay Prosper's past and future defense costs in the class action suit up to $2 million.  As of June 30, 2011, Greenwich made payments to Prosper in the amount of $1,896,844 to reimburse Prosper for the defense costs it had already incurred in the class action suit. This reimbursement is reflected in Other Income in our Statement of Operations. Greenwich is required to reimburse Prosper for up to an additional $103,156 in defense costs for the class action suit going forward.  Each such reimbursement will be due within 30 days of Prosper incurring any such costs and presenting the applicable invoice to Greenwich.  Greenwich is also required to pay Prosper pre-judgment interest on the defense costs incurred by Prosper in the class action suit prior to the Court’s decision.  The amount of this pre-judgment interest is $142,584.

We intend to vigorously defend the class action lawsuit.  We cannot, however, presently determine or estimate the final outcome of the lawsuit, and there can be no assurance that it will be finally resolved in our favor.  If the class action lawsuit is not resolved in our favor, we might be obliged to pay damages, and might be subject to such equitable relief as a court may determine.

As of June 30, 2011, the lawsuits are in their preliminary stages and their probable outcomes cannot presently be determined, nor can the amount of damages or other costs that might be borne by Prosper be estimated.

22

13. Related Parties

Prosper’s executive officers, directors and certain affiliates participate on the Company’s lending platform by placing bids and purchasing loans originated from Prosper.  The aggregate amount of loans purchased and the income earned by these related parties as of June 30, 2011 and 2010 are summarized below:

Related Party	Aggregate Amount of Loans Purchased				Interest Earned on Loans for the six Months ended,
	June 30,		June 30,		June 30,		June 30,
	2011		2010		2011		2010
Executive officers & management	$	1,213,497	$	540,050		26,661	$	6,160
Directors		444,569		567,007		8,460		8,098
Affiliates		881,353		167,259		32,241		334
	$	2,539,419	$	1,274,316		67,362	$	14,592

The loans were obtained on the same terms and conditions as those obtained by other lenders. Of the total aggregate amount of loans purchased since inception approximately $166,277 or 7% and $161,822 or 13% of principal has been charged off through June 30, 2011 and 2010, respectively. Prosper earned approximately $2,947 and $837 of servicing fee revenue related to these loans for the six months ended June 30, 2011 and 2010, respectively.

14. Postretirement Benefit Plans

Prosper has a 401(k) plan that covers all employees meeting certain eligibility requirements. The 401(k) plan is designed to provide tax-deferred retirement benefits in accordance with the provisions of Section 401(k) of the Internal Revenue Code. Eligible employees may defer up to 90% of eligible compensation up to the annual maximum as determined by the Internal Revenue Service. Prosper’s contributions to the plan are discretionary. Prosper has not made any contributions to the plan to date.

15. Subsequent Events – Commitments and Contingencies

On July 20, 2011, the California Supreme Court denied the petition filed by the outside director defendants in the Hellum case seeking review of the Court of Appeal opinion that reversed the trial court’s decision sustaining such defendants’ demurrer to the plaintiffs’ Second Amended Complaint.

On July 1, 2011, Prosper and Greenwich entered into a Stipulated Order of Judgment pursuant to which Prosper agreed to dismiss its remaining claims against Greenwich, and Greenwich agreed that, by August 1, 2011, it would either make its pre-judgment interest payment to Prosper or give an undertaking with respect to such payment pending an appeal pursuant to California Code of Civil Procedure § 917.1.  As of the issuance of these financial statements and related notes to the financial statements, Greenwich had not taken either action.

23

Item 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATION

This management’s discussion and analysis of financial condition and results of operations, or MD&A, contains forward-looking statements that involve risks and uncertainties. Please see “Forward-Looking Statements” in this Quarterly Report on Form 10-Q for a discussion of the uncertainties, risks and assumptions associated with these statements. This discussion should be read in conjunction with our historical financial statements and related notes thereto and the other disclosures contained elsewhere in this Quarterly Report on Form 10-Q. The results of operations for the periods reflected herein are not necessarily indicative of results that may be expected for future periods, and our actual results may differ materially from those discussed in the forward-looking statements as a result of various factors, including but not limited to those included elsewhere in this Quarterly Report on Form 10-Q and those included in the “Risk Factors” section and elsewhere in our Annual Report on Form 10-K.

Overview

We provide a peer-to-peer online credit marketplace that permits our borrow members to apply for loans and lender members to purchase Notes issued by Prosper, the proceeds of which facilitate the funding of specific loans made to borrowers.  Our platform enables our borrower members to request and obtain personal, unsecured loans by posting anonymous “listings” on the platform indicating the principal amount of the desired loan.  Loan terms are subject to minimum and maximum loan amounts determined by the borrower’s credit bureau score and Prosper score, at interest rates set by Prosper.  We assign a Prosper Rating consisting of letter credit grades, based in part on the borrower’s credit score, to each borrower who requests a borrower loan.  Prosper borrower members’ Prosper Rating, credit score range, debt-to-income ratios and other credit data are displayed with their listings and are available for viewing by lender members on an anonymous basis.  Lender members access our platform and “bid” the amount they are willing to commit to the purchase of a Note that is dependent for payment on the corresponding borrower loan, at interest rates set by Prosper.  By making a bid on a listing, a lender member is committing to purchase from Prosper a Note in the principal amount of the lender’s winning bid.  Lender members who purchase the Notes will designate that the sale proceeds be applied to facilitate the funding of a corresponding borrower loan listed on our platform.  Loans originated to borrower members are made by WebBank, an FDIC-insured, Utah-chartered industrial bank, and sold and assigned to Prosper.

All loans requested and obtained by Prosper borrower members through our platform are unsecured obligations of individual borrower members with a fixed interest rate and a loan term currently set at one, three or five years, which Prosper may in the future extend to between three months to seven years.  With respect to loans resulting from listings posted by Prosper borrower members prior to April 15, 2008 Prosper is the originating lender for licensing and regulatory purposes.  All borrower loans resulting from listings posted on or after April 15, 2008 are funded by WebBank, an FDIC-insured, Utah-chartered industrial bank.  After funding a loan, WebBank assigns the loan to Prosper, without recourse to WebBank, in exchange for the principal amount of the borrower loan.  WebBank does not have any obligation to purchasers of the Notes.  Prosper verifies the identity of 100% borrowers using a variety of methods including credit bureau data, other electronic data sources and offline documentary procedures.  Prosper verifies income and or employment on a subset of borrowers based on a proprietary algorithm.  The intention of the algorithm is to verify income and/or employment in cases where the self reported income of the borrower is highly determinant of the borrowers risk rating.  This verification is normally done after the listing has already been created and bidding is substantially completed and, therefore, the results of our verification are not reflected in the listings.

Our Operating History

We incorporated in Delaware in March 2005 and launched our public website, www.prosper.com on February 13, 2006.  As of June 30, 2011, our platform has facilitated 40,921 borrower loans since its launch.

24

We made significant changes to the operation of our lending platform that became effective on July 10, 2009 and on July 13, 2009, we began accepting new commitments from our lender members on our platform.  Prior to October 16, 2008, we purchased loans from WebBank and then sold and assigned the loans to the lender members who bid on the listings for those loans.  Since July 10, 2009, we retain the loans and issue new securities, the Notes, to the winning lenders.  Our obligation to repay the Notes is conditioned upon the repayment of the associated borrower loan.  We expect to generate increased revenue from borrower origination fees and non-sufficient funds fees and lender members’ servicing fees as our transaction volume increases.  Over time, we expect that the number of borrowers and lender members and the volume of borrower loans originated through our platform will increase.

We have a limited operating history and have incurred net losses since our inception.  Our net loss was $2,460,201 and $2,628,564 for the three months ended June 30, 2011 and 2010, respectively and $3,520,558 and $5,271,285 for the six months ended June 30, 2011 and 2010, respectively.  We earn revenues primarily from borrower origination fees, non-sufficient funds fees and lender member service fees. At this stage of our development, we have funded our operations primarily with proceeds from equity financings, which are described below under “Liquidity and Capital Resources.”

Our operating plan calls for a continuation of the current strategy of increasing transaction volume to increase revenue until we reach profitability and become cash-flow positive, which we do not expect to occur before the close of 2012.  In addition, our 2011 operating plan calls for continued investment in the development of our website, loan servicing platform, loan scoring and marketing efforts before we reach profitability.

Our historical financial results and this discussion reflect the structure of our lending platform and our operations both prior to and after July 10, 2009.  For a discussion of the effect of our new structure on our financial statements, see “Borrower Loans and Payment Dependent Notes” under "Critical Accounting Policies and Estimates" below.

Trends and Uncertainties

The peer-to-peer lending industry remains a very innovative and unique industry that is still in its infancy.  We are vulnerable to legislative and regulatory developments that may impact our business model in a positive or negative manner.  For example, we continue to discuss with the SEC how federal securities law and evolving staff positions impact the manner in which we operate our platform.  We will continue to monitor legislative and regulatory developments that we may encounter in the future in order to better respond to effects it may have on our business platform.

Through the first six months of 2011, we have increased our origination volume consistently month over month.  We hope to continue this trend of growth as our borrower and lender bases continue to strengthen, and become more familiar with our platform.  Overtime we expect our lender base to grow as we gain more exposure to potential lenders, and establish our Notes as a viable investment alternative.

As discussed in the notes to our financial statements located elsewhere in this report, we issued and sold 23,222,747 shares of our Series E convertible preferred stock in June 2011 in a private placement for an aggregate of $17.2 million, which we expect to use for our ongoing business needs.  We also anticipate the launch of Quick Invest, our loan search tool, in July 2011 to allow lender members to better identify Notes that meet their investment criteria and simplify their user experience in deploying funds on our site.  We continue to invest in software, hardware and website development in order to improve our operating platform and to maintain and enhance our website attractiveness and ease of use.  We also have increased headcount in our marketing, sales, development, customer support and operations departments in response to attrition and anticipated growth.

Critical Accounting Policies and Estimates

Management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which we have prepared in accordance with U.S. generally accepted accounting principles.  The preparation of financial statements requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses and the related disclosures.  Prosper bases its estimates on historical experience and on various other assumptions that Prosper believes to be reasonable under the circumstances.  Actual results could differ from those estimates.  Our significant accounting policies are more fully described in Note 2 to our financial statements included elsewhere in this quarterly report.

25

Critical accounting policies are those policies that we believe present the most complex or subjective measurements and have the most potential to impact our financial position and operating results.  While all decisions regarding accounting policies are important, we believe that the following policies could be considered critical.  These critical policies relate to fair value measurement, borrower loans and Payment Dependent Notes, servicing rights, repurchase obligation, revenue recognition, stock-based compensation, and income taxes.

Fair Value Measurement

Under Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 820 Fair Value Measurements and Disclosures on January 1, 2008 we determine the fair values of our financial instruments based on the fair value hierarchy established in that standard, which requires an entity to maximize the use of quoted prices and observable inputs and to minimize the use of unobservable inputs when measuring fair value. We use various valuation techniques depending on the nature of the financial instrument, including the use of market prices for identical or similar instruments, or discounted cash flow models.  When possible, active and observable market data for identical or similar financial instruments are utilized. Alternatively, we determine fair value using assumptions that we believe a market participant would use in pricing the asset or liability.

The Company’s financial instruments consist principally of cash and cash equivalents, restricted cash, receivables, borrower loans, servicing rights, accounts payable and accrued liabilities, Borrower Payment Dependent Notes and long-term debt.  The estimated fair values of cash and cash equivalents, restricted cash, accounts payable and accrued liabilities approximate their carrying values because of their short term nature.

For additional information and discussion, see Note 2, Note 3 and Note 4 to the financial statements included elsewhere in this report.

Borrower Loans and Payment Dependent Notes

On July 13, 2009, we implemented our new operating structure and began issuing Notes.  The post registration operating structure resulted in Prosper purchasing loans from WebBank and holding the loans until maturity.  Prosper issues new securities, the Notes, to the winning lenders.  Prosper’s obligation to repay the Notes is conditioned upon the repayment of the associated borrower loan owned by Prosper.  As a result of these changes, Prosper carries the borrower loans and the Notes on its balance sheet as assets and liabilities, respectively.

 In conjunction with our new operating structure effective July 13, 2009, we adopted the provisions of ASC Topic 825, Financial Instruments.  ASC Topic 825 permits companies to choose to measure certain financial instruments and certain other items at fair value.  The standard requires that unrealized gains and losses on items for which the fair value option has been elected be reported in earnings.  We applied the provisions of ASC Topic 825 to the borrower loans and Notes issued subsequent to July 13, 2009 on an instrument by instrument basis.  We did not apply the provisions of ASC Topic 825 to loans issued prior July 13, 2009.  The aggregate fair value of the borrower loans and Notes are reported as separate line items in the assets and liabilities sections of the  balance sheet using the methods described in ASC Topic 820.

We determine the fair value of the borrower loans and Notes in accordance with the fair value hierarchy established in ASC Topic 820, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.  As observable market prices are not available for the borrower loans and Notes we hold or for similar assets and liabilities, we believe the borrower loans and Notes should be considered Level 3 financial instruments under ASC Topic 820.  ASC Topic 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.  

26

In a hypothetical transaction as of the measurement date, we believe that differences in the principal marketplace in which the loans are originated and the principal marketplace in which we might offer those loans may result in differences between the originated amount of the loans and their fair value as of the transaction date. Changes in the fair value of borrower loans and Notes subject to the provisions of ASC Topic 820 are recognized in earnings; fees and costs associated with the origination or acquisition of borrower loans are recognized as incurred.  Prosper estimates the fair value of the borrower loans and Notes using a discounted cash flow methodology based upon a set of valuation assumptions Prosper believes market participants would use for similar assets and liabilities. The main assumptions used to value the borrower loans and Notes include default rates, discount rates applied to each credit tranche/grade, prepayment rates, and recovery rates.

For borrower loans and Notes issued after July 13, 2009, we used the following average assumptions to determine fair value measurement the fair value as of June 30, 2011:

Monthly prepayment rate speed	1.59%
Recovery rate	5.19%
Discount rate *	8.80%
Weighted Average Default Rate	9.13%

* This is the weighted average discount rate among all of Prosper’s credit grades

Key economic assumptions and the sensitivity of the current fair value to immediate adverse changes in those assumptions at June 30, 2011 for borrower loans and Notes are presented in the following table:

				Payment
	Borrower			Dependent
	Loans			Notes
Discount rate assumption:		8.80	%		8.80	%
Decrease in fair value and income (loss) to earnings from:
100 basis point increase	$	(378,300	)	$	375,200
200 basis point increase		(749,200	)		743,000
Increase in fair value and income (loss) to earnings from:
100 basis point decrease	$	385,800		$	(382,700	)
200 basis point decrease		779,500			(773,100	)
Default rate assumption:		9.13	%		9.13	%
Decrease in fair value and income (loss) to earnings from:
10% higher default rates	$	(437,100	)	$	433,300
20% higher default rates		(871,800	)		864,200
Increase in fair value  and income (loss) to earnings from:
10% lower default rates	$	440,300		$	(436,500	)
20% lower default rates		884,600			(876,900	)

27

Overall, if the fair value of the borrower loans decrease or increase due to any changes in our assumptions, there will also be a corresponding decrease or increase in the fair value of the linked Notes. As a result, the effect on Prosper’s earnings of adverse changes in key assumptions is mitigated. However, the impact of these changes in fair value could have a material adverse impact on lender members' investments in the Notes.

As we receive scheduled payments of principal and interest on the borrower loans we will in turn make principal and interest payments on the Notes.  These principal payments will reduce the carrying value of the borrower loans and Notes.  If we do not receive payments on the borrower loans, we are not obligated to and will not make payments on the Notes.  The fair value of a Note is approximately equal to the fair value of the corresponding borrower loan, less the 1.0% service fee.  If the fair value of the borrower loan decreases due to our expectation of both the rate of default of the loan and the amount of loss in the event of default, there will also be a corresponding decrease in the fair value of the Note (an unrealized gain related to the Note and an unrealized loss related to the borrower loan).

For additional information and discussion, see Note 2 and Note 4 to the financial statements included elsewhere in this report.

Servicing Rights

We account for our servicing rights under the fair value measurement method of reporting in accordance with ASC Topic 860, Transfers and Servicing.  Under the fair value method, we measure servicing rights at fair value at each reporting date and report changes in fair value in earnings in the period in which the changes occur.

We estimate the fair value of the servicing rights as it relates to loans originated prior to July 13, 2009, using a discounted cash flow model to project future expected cash flows based upon a set of valuation assumptions that we believe market participants would use for similar rights.  The primary assumptions we use for valuing our servicing rights include prepayment speeds, default rates, cost to service, profit margin, and discount rate.  We review these assumptions to ensure that they remain consistent with the market conditions.  Inaccurate assumptions in valuing servicing rights could affect our results of operations.  

For additional information and discussion, see Note 2 and Note 3 to the financial statements included elsewhere in this report.

Repurchase Obligation

We are obligated to indemnify lenders and repurchase the Notes sold to the lenders in the event of violation of the applicable federal/state/local lending laws or verifiable identify theft.  Our limited operating history, the lack of industry comparables and the potential to impact financial performance make the repurchase obligation a critical accounting policy.

We accrue a provision for the repurchase obligation when the Notes are sold to the lender members in an amount considered appropriate to reserve for our repurchase obligation related to the Notes in the event of violation of the applicable federal/state/local lending laws or verifiable identify theft.  The repurchase obligation is evaluated at least once a quarter and represents an estimate based on the rate of historical repurchases as a percentage of originations (which generally occur within six to nine months of origination).  The repurchase obligation may include a judgmental management adjustment due to our limited operating history, changes in current economic conditions, the risk of new and as yet undetected fraud schemes, origination unit and dollar volumes and the lack of industry comparables.

Revenue Recognition

The Company recognizes revenue in accordance with ASC Topic 605, Revenue Recognition.  Under ASC Topic 605, Prosper recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the price of the services is fixed and determinable and collectability is reasonably assured.

28

Origination Fees

From our relaunch in July of 2009 until July 2010, borrowers with a Prosper Rating of AA were charged an origination fee of 0.5% of the aggregate principal balance of the loan with no minimum fee and borrowers with a Prosper Rating of A through HR were charged an origination fee of 3% of the aggregate principal balance of the loan or $50, whichever was greater.  In July of 2010, we implemented a new fee structure, under which borrowers with a Prosper Rating of AA are charged an origination fee of 0.5% of the aggregate principal balance of the loan with no minimum fee, borrowers with a Prosper Rating of A or B are charged an origination fee of 3.0% of the aggregate principal balance of the loan or $75, whichever is greater, and borrowers with a Prosper Rating of C through HR are charged an origination fee of 4.5% of the aggregate principal balance of the loan or $75, whichever is greater.  Beginning December 20, 2010, we eliminated the $75 minimum fee for all listings.  Origination fees are charged by WebBank and we receive amounts equal to these fees as compensation for our marketing and underwriting activities. 

Servicing Fees

Loan servicing revenue includes loan servicing fees and non-sufficient funds fees on loans originated prior to October 16, 2008.  Loan servicing fees are accrued daily based on the current outstanding loan principal balance of (a) borrower loan(s), but are not recognized until payment is received due to uncertainty of collection of borrower loan payments.  Currently, we charge servicing fees at an annualized rate of 1.0% of the outstanding principal balance of a Prosper borrower member’s loan, which we deduct from each lender member’s share of borrower loan payments.  Overtime, we expect that the servicing fees that we receive will ultimately decrease to zero as the loans originated prior to October 16, 2008 mature.

We charge a non-sufficient funds fee to borrowers on the first failed payment of each billing period.  Non-sufficient funds fees are charged to the borrower and collected and recognized immediately.

Our procedures generally require the automatic debiting of borrower member bank accounts by automated clearing house (ACH) transfer, although we allow payment by check and bank draft.  We charge a non-sufficient funds fee to a borrower member to cover the cost we incur if an automatic payment fails and is rejected by the borrower member’s bank, for example if there is an insufficient balance in the bank account or if the account has been closed or otherwise suspended.  If an automatic payment fails we make up to two additional attempts to collect; however, there is no additional fee charged to the borrower if these attempts fail.  We retain the entire amount of the non-sufficient funds fee, which is currently $15 per initial payment failure, or such lesser amount required by law, to cover our costs.

Interest Income (expense) on Borrower Loans Receivable and Payment Dependent Notes

We recognize interest income on our borrower loans using the accrual method based on the stated interest rate to the extent that we believe it to be collectable.  We record interest expense on the corresponding Note based on the contractual interest rate. Interest income and interest expense will continue to increase as our loan and Note volume grows.

Rebates and Promotions

We account for rebates and promotions in accordance with ASC Topic 605, Revenue Recognition.  From time to time we offer rebates and promotions to our borrower and lender members.  We record these rebates and promotions as an offset to revenue if a particular rebate or promotion is earned upon the origination of the loan. Our rebate and promotions have in the past been in the form of cash back and other incentives paid to lender and borrowers.

29

Stock-Based Compensation

        We account for stock-based compensation for employees using fair-value based accounting in accordance with ASC Topic 718, Stock Compensation.  ASC Topic 718 requires companies to estimate the fair value of stock-based awards on the date of grant using an option-pricing model.  The Company uses the Black-Scholes model to determine the fair value of stock options granted to employees.  The stock-based compensation expense related to awards that are expected to vest is amortized over the vesting term of the stock-based award, which is generally four years.

Expected forfeitures of unvested options are estimated at the time of grant and reduce the recognized stock-based compensation expense.  The forfeiture rate is estimated based on historical experience and revised on a quarterly basis.  The significant assumptions used in the calculation of stock based compensation are discussed in detail in Note 2 to our financial statements included elsewhere in this report.

We use the Black-Scholes model to estimate the value of options granted to non-employees at each vesting date to determine the appropriate charge to stock-based compensation.    The volatility of common stock was based on comparative company volatility.  The Black-Scholes model requires the input of highly subjective assumptions, including the expected stock price volatility.  Because Prosper’s equity awards have characteristics significantly different from those of traded options, the changes in the subjective input assumptions can materially affect the fair value estimate.

Income Taxes

ASC Topic 740, Income Taxes provides for the recognition of deferred tax assets if realization of such assets is more likely than not.  Based upon the weight of available evidence, which includes our historical operating performance and the reported cumulative net losses in all prior years, we have provided a full valuation allowance against our net deferred tax assets.  We will continue to evaluate the realizability of the deferred tax assets on a quarterly basis.

Results of Operations

Our results of operations for the three and six months ended June 30, 2011 and 2010, together with the percentage change between periods, are set forth below.

30

	Three Months Ended June 30,																		Three Months Ended June 30,
	2011						2010						Change from prior period						2011						2010						Change from prior period
	$			As a % of sales			$			As a % of sales			$ Increase/(Decrease)			%			$			As a % of sales			$			As a % of sales			$ Increase/ (Decrease)			%
Revenues
Origination fees	$	598,549					$	171,665					$	426,884			249	%	$	991,851					$	320,270					$	671,581			210	%
Loan servicing fees		7,544						35,536						(27,992	)		(79	%)		19,563						100,621						(81,058	)		(81	%)
Interest income on Borrower Loans and
Borrower Payment Dependent Notes, net		104,440						28,426						76,014			267	%		184,713						54,300						130,413			240	%
Rebates and promotions		(278,559	)					(18,200	)					(260,359	)		1431	%		(444,963	)					(19,868	)					(425,095	)		2140	%
Revenues		431,974						217,427						214,547			99	%		751,164						455,323						295,841			65	%
Cost of Revenues
Cost of services		(293,153	)		(68	%)		(220,831	)		(102	%)		(72,322	)		33	%		(595,976	)		(79	%)		(403,222	)		(89	%)		(192,754	)		48	%
Reversal of (Provision for) loan and Note repurchases		(2,877	)		(1	%)		(19,597	)		(9	%)		16,720			(85	%)		57,792			8	%		(27,631	)		(6	%)		85,423			(309	%)
Net revenues		135,944						(23,001	)					158,945			(691	%)		212,980						24,470						188,510			770	%
Operating expenses
Compensation and benefits		1,603,216			371	%		1,078,904			496	%		524,312			49	%		3,161,425			421	%		2,253,729			495	%		907,696			40	%
Marketing and advertising		332,376			77	%		97,253			45	%		235,123			242	%		850,371			113	%		384,301			84	%		466,070			121	%
Depreciation and amortization		110,006			25	%		148,433			68	%		(38,427	)		(26	%)		233,270			31	%		278,164			61	%		(44,894	)		(16	%)
General and administrative
Professional services		543,963			126	%		684,775			315	%		(140,812	)		(21	%)		1,140,923			152	%		1,408,984			309	%		(268,061	)		(19	%)
Facilities and maintenance		175,754			41	%		155,756			72	%		19,998			13	%		325,953			43	%		319,612			70	%		6,341			2	%
Other		208,189			48	%		599,312			276	%		(391,123	)		(65	%)		435,876			58	%		914,640			201	%		(478,764	)		(52	%)
Total expenses		2,973,504						2,764,433						209,071			8	%		6,147,818						5,559,430						588,388			11	%
Loss before other income		(2,837,560	)					(2,787,434	)					(50,126	)		2	%		(5,934,838	)					(5,534,960	)					(399,878	)		7	%
Other income
Interest Income		1,563			0	%		3,860			2	%		(2,297	)		(60	%)		2,597			0	%		4,329			1	%		(1,732	)		(40	%)
Change in fair value on Borrower Loans and
Borrower Payment Dependent Notes, net		190,832			44	%		143,099			66	%		47,733			33	%		475,524			63	%		233,808			51	%		241,716			103	%
Insurance recoveries		168,571			39	%		-			0	%		168,571			100	%		1,896,844			253	%		-			0	%		1,896,844			100	%
Loss on impairment of fixed assets		(1,707	)		(0	%)		(3,179	)		(1	%)		1,472			(46	%)		(1,714	)		(0	%)		(3,179	)		(1	%)		1,465			(46	%)
Other income		18,100			4	%		15,090			7	%		3,010			20	%		41,029			5	%		28,717			6	%		12,312			43	%
Total other income		377,359						158,870						218,489			138	%		2,414,280						263,675						2,150,605			816	%
Loss before income taxes		(2,460,201	)					(2,628,564	)					168,363			(6	%)		(3,520,558	)					(5,271,285	)					1,750,727			(33	%)
Provision for income taxes		-			0	%		-			0	%		-			0	%		-			0	%		-			0	%		-			0	%
Net Loss	$	(2,460,201	)				$	(2,628,564	)				$	168,363			(6	%)	$	(3,520,558	)				$	(5,271,285	)				$	1,750,727			(33	%)

Revenues

Origination Fees

Origination fees for the three and six months ended June 30, 2011 were $598.5 thousand and $991.9 thousand, respectively, representing an increase of 249% and 210%, as compared to $171.7 thousand and $320.3 thousand for the three and six months ended June 30, 2010, respectively.   The significant increase in origination fees for both the three and six months ended June 30, 2011 was primarily due to the Company’s higher origination volume during those periods in 2011 as compared to the corresponding periods in 2010.  The Company originated 2,478 loans totaling $16.2 million during the second quarter of 2011, compared to 1,539 loans totaling $6.4 million originated in the second quarter of 2010.  The Company originated 4,222 loans totaling $27.7 million during the first six months of 2011 as compared to 2,782 loans totaling $12.3 million originated in the first six months of 2010.  Other factors contributing to the increased origination volume were due to a shift in various marketing avenues and refining operational processes which yielded greater listing and bidding activity.  During the second quarter of 2011 we increased the use of various rebate and promotional strategies to attract a larger number of lenders to our site.  We have also increased our headcount in our customer service and loan approval functions to better meet consumer demand in the first two quarters of 2011.  In addition, we updated our origination fees in late December 2010 with the elimination of minimum fee amounts for any borrowers with a Prosper Rating of A through HR.  As our company matures, our borrower and lender members have become more familiar with our site as evidenced by an increase in the reinvestment of lender funds, additional capital being placed on the platform as well as borrowers securing second loans.  We continue to see steady growth in borrower listings on our platform as the peer to peer lending market is gaining acceptance as an alternative source of credit.

31

Loan Servicing Fees

For the three and six months ended June 30, 2011, loan servicing fees were $7.5 thousand and $19.6 thousand, respectively, representing a decrease of $28.0 thousand and $81.1 thousand over the corresponding periods in 2010.  The decrease in loan servicing fees is attributed primarily to the overall decrease in the outstanding principal balance of loans serviced from the comparable prior year periods.  As our loan servicing revenue primarily consists of loan servicing fees and non-sufficient funds fees on loans originated prior to October 16, 2008, we expect that over time servicing fee revenue will ultimately decrease to zero as the loans originated prior to October 16, 2008 mature.

 Interest Income on Borrower Loans and Payment Dependent Notes

Gross interest income earned and gross interest expense incurred were approximately $2.0 million and $1.9 million, respectively for the three months ended June 30, 2011, resulting in net interest income of $104.4 thousand. Gross interest income earned and gross interest expense incurred for the three months ended June 30, 2010 were approximately $628.4 thousand and $600.0 thousand, netting to $28.4 thousand in interest income.  Gross interest income earned and gross interest expense incurred were approximately $3.4 million and $3.2 million, respectively for the six months ended June 30, 2011, resulting in net interest income of approximately $184.7 thousand.  Gross interest income earned and gross interest expense incurred were approximately $1.1 million and $1.0 million, respectively for the six months ended June 30, 2010, resulting in net interest income of approximately $54.3 thousand.  Overall net interest income for the above mentioned periods is driven by the rise in the amount of loans that we originate and service at any given point.  As discussed above, our origination volume has increased steadily over the first six months of 2011, which resulted in increases to our gross interest income and expense and ultimately our net interest income.  Over time, we expect that revenues and expenses related to borrower loans and Notes will increase as we grow our platform.

Rebates and Promotions

For the three and six months ended June 30, 2011, we incurred expenses related to rebates and promotions extended to borrowers and lenders of $278.6 thousand and $445.0 thousand, respectively, which represented an increase of $260.4 thousand and $425.1 thousand over the corresponding periods in 2010.  During the first six months of 2011 we increased the frequency and volume of our promotion and rebate programs as compared to the first six months of 2010 in order to incent borrowers and lenders.

Cost of Revenues

Cost of Services

Cost of services are comprised of credit bureau fees, payments to strategic partners, collection expenses, the change in fair value of servicing rights, referral program fees for certain partners and other expenses directly related to loan funding and servicing.  Cost of service expenses were $293.2 thousand for the three months ended June 30, 2011, representing a 33%  increase, as compared to $220.8 thousand for the three months ended June 30, 2010.  Cost of service expenses were $596.0 thousand for the six months ended June 30, 2011, an increase of 48%, as compared to $403.2 thousand for the six months ended June 30, 2010.  The increase in our cost of services during these periods was due in part to an increase in our credit bureau fees resulting from a proportional increase in loan listing volume for both the three and six months ended June 30, 2011. In addition, we saw a 75% increase in strategic partnership fees for the three and six months ended June 30, 2011 over the prior year periods due to the renegotiation of our contract with WebBank. These increases were slightly offset by a decline in collection fees related to a collection test conducted in the second quarter of 2010.

32

Loan and Note Repurchases

Judgments in our favor have led to recoveries during the period that correspond to certain repurchased loans.  For the three and six months ended June 30, 2011, we received recoveries of approximately $266 and $3.8 thousand, respectively.  For the three and six months ended June 30, 2010, we received recoveries of approximately $1.4 thousand and $3.4 thousand, respectively.  Through the first six months of 2011 and 2010, we did not incur any losses from repurchased loans.  Based on our analysis of our past loan repurchase history, we decreased our loan repurchase obligation to approximately $15.0 thousand from a previously recorded obligation of $71.0 thousand at December 31, 2010, which resulted in a gain in our statement of operations of approximately $58.0 thousand. We continue to devote a significant amount of attention to fraud prevention and will continue to enhance our fraud control procedures to maintain a low level of repurchased loans.

Other Income

Change in Fair Value on Borrower Loans and Payment Dependent Notes, net

Under the methods described in ASC Topic 820, Fair Value Measurements and Disclosures, we elected to account for unrealized gains or losses on the borrower loans and borrower payment dependent notes on a fair value basis.  These amounts are included as a component of other income (expense) in our statement of operations. The total fair value adjustment was $3.6 million and $3.4 million for the borrower loans and Notes, respectively, resulting in a net unrealized gain of $190.8 thousand for the three months ended June 30, 2011.  The total fair value adjustment was $978.5 thousand and $1.1 million for the borrower loans and Notes, respectively, resulting in a net unrealized gain of $143.1 thousand for the three months ended June 30, 2010.  The total fair value adjustment was $3.3 million and $2.8 million for the borrower loans and Notes, respectively, resulting in a net unrealized gain of $475.5 thousand for the six months ended June 30, 2011.  The total fair value adjustment was $1.6 million and $1.8 million for the borrower loans and Notes, respectively, resulting in a net unrealized gain of $233.8 thousand for the six months ended June 30, 2010. The significant fluctuations over the prior periods are due to the continued refinement of our discounted cash flow assumptions.

Insurance recoveries

During the first quarter of 2011 the Superior Court of California issued a final statement of decision finding that Greenwich Insurance Company, our insurance carrier with respect to our class action lawsuit, has a duty to defend the class action lawsuit and requiring that Greenwich pay Prosper's past and future defense costs in the class action suit.  As of June 30, 2011, Greenwich made aggregate payments to us in the amount of $1,896,844 to reimburse us for the defense costs we had already incurred in the class action suit.  Please see our Note 12 “Commitment and Contingencies” in the notes to our financial statements contained elsewhere in this report for further information related to this payment by our former insurance carrier.

Other Income

Other income consists primarily of credit referral fees, where partner companies pay us an agreed upon amount for referrals of customers from our website.  Other income was $18.1 thousand for the three months ended June 30, 2011, which represented an increase of $3.0 thousand, as compared to $15.1 thousand for the three months ended June 30, 2010.  Other income was $41.0 thousand for the six months ended June 30, 2011, an increase of $12.3 thousand, as compared to $28.7 thousand for the six months ended June 30, 2010.  The increase in other income during these periods was due to the addition of a number of new partners as well as increased traffic to existing credit referral partners.

Operating Expenses

Compensation and benefits were $1.6 million and $3.2 million for the three and six months ended June 31, 2011, respectively, which represented an increase of $524.3 thousand and $907.7 thousand over the corresponding periods in 2010.   The increase was largely due to the Company steadily increasing its employee headcount in the first six months of 2011, which in turn resulted in increased staffing costs such as salary and wages, payroll taxes, healthcare, accrued vacation and stock based compensation.  We increased our headcount within our development, sales, marketing and customer support groups in the past six months of 2011.  We intend to continue to increase headcount as we grow our lender and borrower bases and carry out our business plan.  In addition, spending increased related to the use of contract labor and bonus expense during the period. There was also a decrease in the amount of salaries capitalized related to the internally developed software.

33

Marketing and advertising costs consist primarily of affiliate marketing, search engine marketing, online and offline campaigns, marketing promotions, public relations and direct mail marketing.  Marketing and advertising costs were $332.4 thousand for the three months ended June 30, 2011, an increase of $235.1 thousand over the three months ended June 30, 2010.   Marketing and advertising costs were $850.4 thousand for the six months ended June 30, 2011, an increase of 121%, as compared to $384.3 thousand for the six months ended June 30, 2010.   The increases noted above were largely due to increased efforts and testing with various marketing programs in order to increase our investor and borrower volume.

Depreciation and amortization expense was $110.0 thousand for the three months ended June 30, 2011, a decrease of 26%, compared to $148.4 thousand for the three months ended June 30, 2010.  Depreciation and amortization expense was $233.3 thousand for the six months ended June 30, 2011, a decrease of 16%, compared to $278.2 thousand for the six months ended June 30, 2010.  The decrease was attributed to assets becoming fully depreciated during each of the respective periods, however these decreases were offset by the capitalization of various internally developed software projects placed in service during 2010, which in turn increased depreciation expense taken on those assets during the first six months of 2011.

General and Administrative Expenses

Professional service expenses are comprised of legal expenses, audit and accounting fees, consulting services and other outside costs.  For the three months ended June 30, 2011 professional service expenses were $544.0 thousand, a 21% drop compared to $684.8 thousand for the three months ended June 30, 2010.  For the six months ended June 30, 2011 professional service expenses were $1.1 million, a decrease of 19% compared to $1.4 million for the six months ended June 30, 2010.  The overall decrease in professional service expenses in the first half of 2011 was primarily due to lower legal fees incurred for regulatory and compliance matters and the discontinued use of a lobbying firm. These decreases were partially offset by increases in consulting, accounting and tax expenses related to an increase in SEC filings related to our registration statement during the six months ended June 30, 2011, as compared to the corresponding periods in 2010.

Facilities and maintenance expenses consist primarily of rents paid for our corporate office lease and data co-location facility, office supply expenses, repairs and maintenance expense and equipment and software costs that did not meet capitalization criteria. Facilities and maintenance expenses for the three months ended June 30, 2011 were $175.8 thousand a 13% increase relative to the prior year period. This increase was primarily due to additional software licenses and subscriptions incurred.

Other general and administrative expenses consist of bank service charges, NASAA state penalty settlement expenses, travel and entertainment expenses, taxes and licenses costs, communications costs, interest expense, recruiting costs and other miscellaneous expenses.  For the three months ended June 30, 2011, other general administrative expenses were $208.2 thousand, a decrease of $391.1 thousand, as compared to $599.3 thousand for the three months ended June 30, 2010.  For the six months ended June 30, 2011, other general administrative expenses were $435.9, a decrease of $478.8 thousand, as compared to $914.6 thousand for the six months ended June 30, 2010.  Overall, this decrease is attributed to interest expense recognized in the first and second quarter of 2010 related to our convertible promissory notes which were not present through the first six months of 2011.  These large decreases were partially offset by an increase in recruiting services.

Liquidity and Capital Resources

We have incurred operating losses since our inception and we anticipate that we will continue to incur net losses through the end of 2011.  We had negative cash flows from operations of $3.8 million and $4.8 million for the six months ended June 30, 2011 and 2010, respectively.  As reflected in the accompanying financial statements, Prosper has incurred net losses and negative cash flows from operations since inception, and has an accumulated deficit of approximately $54.3 million as of June 30, 2011.  At June 30, 2011, the Company had approximately $16.7 million in available cash and cash equivalents.  Since its inception, Prosper has financed its operations primarily through equity financing from various sources. The Company is dependent upon raising additional capital or debt financing to fund its current operating plan, however we believe that our current cash position is sufficient to meet our current liquidity needs.

34

Net cash used in operating activities was $3.8 million and $4.8 million for the six months ended June 30, 2011 and 2010, respectively.  Net cash used in operating activities was used to fund ongoing operations such as headcount cost, legal and accounting services, marketing expenses and cost of service expenses.  The anticipated increase in origination revenue is expected to reduce our ongoing cash requirements.

Net cash used in investing activities for the six months ended June 30, 2011 was $17.9 million which consisted of $27.7 million in borrower loan originations offset by $10.2 million in borrower loan principal repayments and purchases of property and equipment of $434.1 thousand.

Net cash provided by financing activities for the six months ended June 30, 2011 was $34.2 million which consisted of proceeds from the issuance of Borrower Payment Dependent Notes of $27.7 million, proceeds from the issuance of convertible preferred stock or $17.2 million, proceeds from the issuance of common stock of $39.1 thousand, offset by $9.9 million in repayment of Borrower Payment Dependent Notes, payment of offering costs related to the issuance of our convertible preferred stock of $447.6 thousand and the principal repayment of the remaining $300.0 thousand balance from a non-interest bearing promissory that we entered into in 2006 in connection with the purchase of the “Prosper.com” domain name.

On November 10, 2009, the Company and QED Fund I, L.P., a Delaware limited partnership (“QED”), entered into a Note and Warrant Purchase Agreement (the “QED Purchase Agreement”), pursuant to which, we issued to QED a Convertible Promissory Note (the “QED Note”) dated as of November 10, 2009.  The QED Note had a principal amount of $1,000,000.  Interest on the QED Note accrued at a per annum rate of 15.0%. In connection with the consummation of the Series D Financing, the QED Note and all accrued interest was converted into Series D preferred stock equal to principal and accrued interest of $1,064,521 on the QED Note, plus $300,000 which represented consideration for QED’s agreement to convert the QED Note prior to its maturity date.

In connection with the QED Purchase Agreement, we also issued to QED a fully vested warrant (the “QED Warrant”) to purchase 164,178 shares of our common stock at an exercise price of $0.56 per share. The QED Warrant is exercisable any time from the date of issuance and will expire on November 10, 2014. The Company allocated the QED Note proceeds to the QED Note and QED Warrants based on their relative fair values. The relative fair value attributable to the QED Warrant is $37,740, which was recorded as a discount to the QED Note and a corresponding credit to additional paid-in capital.  The remaining debt discount of $34,595 was fully amortized to interest expense upon the conversion of the QED Note.

On February 1, 2010, we entered into a Note and Warrant Purchase Agreement (the “February Bridge Purchase Agreement”) with certain of our existing investors, pursuant to which, we issued and sold to such investors a series of Convertible Promissory Notes (the “February Bridge Notes”) in the aggregate principal amount of $2,000,000. Interest on the February Bridge Notes accrued at a per annum rate of 15.0%.  In connection with the consummation of the Series D financing, the principal and accrued interest of $2,060,822 under the February Bridge Notes were converted into Series D preferred stock.

In connection with the February Bridge Purchase Agreement, we issued to the February Bridge Note purchasers fully vested warrants (the “February Bridge Warrants”) to purchase an aggregate of 328,356 shares of our Common Stock at an exercise price of $0.56 per share.  The February Bridge Warrants are exercisable any time from the date of issuance and will expire on February 1, 2015. We allocated the February Bridge Note proceeds to the convertible February Bridge Note and February Bridge Warrants based on their relative fair values. The relative fair value attributable to the February Bridge Warrants is $96,625, which was recorded as a discount to the February Bridge Note and a corresponding credit to additional paid-in capital.  The debt discount of $96,625 was fully amortized to interest expense upon the conversion of the February Bridge note.

35

On March 15, 2010, we entered into a Note Option Agreement (the “Larsen Option Agreement”) with Christian A. Larsen, our Chairman and Chief Executive Officer as well as one of our principal stockholders, pursuant to which, Mr. Larsen granted the Company an option (the “Option”) to sell him an aggregate principal amount of up to $300,000 of unsecured Convertible Promissory Notes (the “Larsen Bridge Notes”), in $100,000 increments.  On March 22, 2010, we exercised the Option in full and sold to Mr. Larsen, Larsen Bridge Notes in the aggregate principal amount of $300,000.  Interest on the Larsen Bridge Notes accrued at a per annum rate of 15.0%.  Principal and accrued interest of $303,575 was paid in a single payment on April 19, 2010.  

On April 1, 2010, we entered into a Note Purchase Agreement with certain of our existing investors, pursuant to which, we issued and sold an additional series of unsecured Convertible Promissory Notes (the “April Bridge Notes”), dated as of April 1, 2010, in the aggregate principal amount of $250,000.  Interest on the April Bridge Notes accrued at a per annum rate of 15.0%.  All principal and accrued interest of $251,541 was converted into Series D preferred stock.

On April 15, 2010, we entered into a Stock Purchase Agreement with certain new investors and certain of our existing investors pursuant to which, we issued and sold 20,340,705 shares of the Company’s Series D preferred stock and 3,110,188 shares of the Company’s Series D-1 Preferred Stock for an aggregate purchase price of $14.7 million.  

On June 3, 2011, we entered into a Stock Purchase Agreement with certain new investors and certain of its existing investors, pursuant to which Prosper issued and sold to such investors 23,222,747 shares of the Company’s Series E Preferred Stock for an aggregate purchase price of $17.2 million. In connection with that sale, we issued 10,000,000 shares of the Company’s Series E-1 Preferred Stock to certain holders of our Series A, B and C Preferred Stock who participated in the Series E financing.  The E-1 shares were allocated among these stockholders in proportion to their relative participation in the Series E financing.

        As discussed in Note 12 “Commitments and Contingencies” of our financial statements contained elsewhere in this report and in the “Other Income” section above, Greenwich made payments to Prosper in the amount of $1,896,844 to reimburse Prosper for the defense costs it had already incurred in the class action suit during the first six months of 2011.  Greenwich is required to reimburse Prosper for up to an additional $103,156 in defense costs for the class action suit going forward.  Greenwich is also required to pay Prosper pre-judgment interest on the defense costs incurred by Prosper in the class action suit prior to the Court’s decision.  The amount of this pre-judgment interest is $142,584.   We have assessed the contingent liability related to prior sales of loans on the platform and have determined that the occurrence of the contingency is reasonably possible but not probable and that contingent liability ranges from $0 in the event the company prevails to a maximum of $45.0 million, which represents the remaining outstanding principal amount of $0.4 million and loans charged off of $44.6 million as of June 30, 2011.  For more information, see Note 12 of our financial statements located elsewhere in this report.

Since our inception, inflation and changing prices have not had a material effect on our business and we do not expect that inflation or changing prices will materially affect our business in the foreseeable future.

Income Taxes

We incurred no income tax provision for the three and six months ended June 30, 2011 and 2010.  Given our history of operating losses and inability to achieve profitable operations, it is difficult to accurately forecast how results will be affected by the realization and use of net operating loss carry forwards.

ASC Topic 740, Income Taxes provides for the recognition of deferred tax assets if realization of such assets is more likely than not.  Based upon the weight of available evidence, which includes our historical operating performance and the reported cumulative net losses in all prior years, we have provided a full valuation allowance against our net deferred tax assets.  We will continue to evaluate the realizability of the deferred tax assets on a quarterly basis.

Off-Balance Sheet Arrangements

As of June 30, 2011, we have not engaged in any off-balance sheet financing activities.  We do not have any interest in entities referred to as variable interest entities, which include special purpose entities and other structured finance entities.

36

Additional Information about the Prosper Marketplace Loan Platform

Prosper Rating

Each listing is assigned a Prosper Rating. The Prosper Rating is a letter that indicates the level of risk associated with a listing and corresponds to an estimated average annualized loss rate range, or loss rate, for the listing. This rating system allows Prosper to maintain consistency when assigning a rating to the listing. There are currently seven Prosper Ratings, but this, as well as the associated loss may change over time as the marketplace dictates. 

The Prosper Ratings that were in place as of June 30, 2011 and the associated estimated loss ranges associated with them are as follows:

Prosper Rating	Est. Avg. Annual Loss Rate
AA	0.00% - 1.99 %
A	2.00% - 3.99%
B	4.00% - 5.99%
C	6.00% - 8.99%
D	9.00% - 11.99%
E	12.00% - 14.99%
HR	>=15.00%

      The loss rate is based on the historical performance of Prosper borrower loans with similar characteristics and is determined by two scores: (1) a custom Prosper score, discussed below, and (2) a credit score obtained from a credit reporting agency (currently, Experian’s Scorex PLUS score). The use of these two scores determines a base loss rate for each listing.  This base loss rate is subject to adjustment based on additional factors, such as whether the borrower has previously received a loan on our platform.  These adjustments result in an estimated loss rate, which then determines the Prosper Rating.

Recent Loan Originations

      The table below shows loan volume and average lender yield by Prosper Rating for originations from July 13, 2009 to June 30, 2011.

Prosper Rating	Number		Amount		Average Loan Size		Weighted Average Borrower APR
AA		1,295	$	9,800,044	$	7,568		9.18	%
A		1,861		11,598,945		6,233		12.65	%
B		1,169		8,927,286		7,637		17.08	%
C		1,400		6,999,049		4,999		23.39	%
D		2,952		14,221,038		4,817		29.64	%
E		1,742		7,347,235		4,218		35.29	%
HR		1,489		4,625,404		3,106		35.57	%
Total		11,908	$	63,519,001	$	5,334		22.01	%

37

Historical Performance of Prosper Borrower Loans

The performance of borrower loans is a function of the credit quality of our borrower members and the risk and return preferences of our lender members.  Lender members can choose to pursue a variety of bidding strategies, including strategies that may or may not maximize the return on their investment.  When making commitment decisions, lender members consider borrowers’ Prosper Rating, credit score, debt-to-income ratios and other credit data and information displayed with listings.   Prior to 2009, borrower loans did not have a Prosper Rating.  We have assigned a Prosper Rating retroactively to these loans in certain of the following tables in order to provide more meaningful historical performance data.  These retroactive Prosper Ratings were assigned based on the credit bureau data available at the time of the loan listing and the Prosper score in place on July 10, 2009.  The portions of the historical information below regarding the performance of loans to which we have assigned a Prosper Rating retroactively should not be used in determining how Notes with the same Prosper Rating can be expected to perform in the future.

The following seven graphs show loan performance through June 30, 2011 by delinquency rates and cumulative principal default rates.  Loans originated prior to July 13, 2009 were not assigned a Prosper Rating at the time of origination.  In order to view performance on a comparable basis, we have retroactively assigned a Prosper Rating to these loans based upon their applicable listing characteristics.  The “N/A” category includes loans with a credit score of less than the minimum score now required as well as loans for which we could not generate a Prosper Rating because the credit variables needed to determine the rating were not available.

The graph below shows 1-30 and 31-120 day delinquency rates for loans originated prior to July 13, 2009 by quarter.  This graph shows delinquencies as a percentage of total outstanding principal balance. We consider loans more than 30 days past due to be severely delinquent due to the significant decrease in the likelihood of receiving future payment once a loan has missed two payments.  

The table below shows 1-30 and 31-120 day delinquency rates by quarter for loans originated between July 13, 2009 and June 30, 2011.  This graph shows delinquencies as a percentage of total outstanding principal balance.  We consider loans more than 30 days past due to be severely delinquent due to the significant decrease in the likelihood of receiving future payment once a loan has missed two payments.

38

The following graphs show cumulative principal default rates for borrower loans originated by year.  The cumulative charge-off rate is calculated as the sum of the cumulative principal balance charged-off divided by the original amount borrowed.  The vertical axis shows the percentage of principal charged-off.  The horizontal axis shows the age of the loan in monthly cycles.  We only include data for a point along the horizontal axis if at least 70% of the original amount borrowed in that vintage has been outstanding for at least that number of cycles.  For example, in our graph for Loans Funded During 2009, 70% or more of the original amount borrowed in that vintage has been outstanding for 19 or more cycles, but less than 70% of the original amount borrowed has been outstanding for 20 or more cycles. So, that graph includes a data point for cycle 19 but not for cycle 20.

The following table shows cumulative principal default rates for loans originated from January 1, 2006 to December 31, 2006, as of June 30, 2011.   Loans originated during this period cannot be assigned a Prosper Rating because the requisite credit variables needed to determine the Prosper Score were unavailable.

39

The following table shows cumulative principal default rates for loans originated from January 1, 2007 to December 31, 2007, as of June 30, 2011.   The “N/A” category consists of loans originated during this period that cannot be assigned a Prosper Rating because the requisite credit variables needed to determine the Prosper Score were unavailable.

The following table shows cumulative principal default rates for loans originated from January 1, 2008 to December 31, 2008, as of June 30, 2011.  The “N/A” category consists of loans originated during this period that cannot be assigned a Prosper Rating because the requisite credit variables needed to determine the Prosper Score were unavailable.

40

The following table shows cumulative principal default rates for loans originated from January 1, 2009 to December 31, 2009, as of June 30, 2011.

The following table shows cumulative principal default rates for loans originated from January 1, 2010 through August 30, 2010, as of June 30, 2011.  For loans generated in 2010 we only present loans which were originated at least 10 months ago, as of June 30, 2011.

41

The following table presents additional aggregated information as of June 30, 2011 regarding delinquencies, defaults and borrower payments, grouped by Prosper Rating, for all loans originated on our website from November 2005 through July 12, 2009.  With respect to delinquent borrower loans, the table shows the entire amount of the principal remaining due (not just that particular payment) as of June 30, 2011.

Loan Originations
November 2005 - July 12th, 2009
(as of June 30, 2011)
	Total Loan Originations						Current Loans								1-30 Days Past Due
Prosper Rating	Number			Amount			Number			Origination Amount			Outstanding Principal		Number			Origination Amount			Outstanding Principal
AA		1,148			5,610,741			63			371,150			26,998		1			10,000			315
A		1,241			6,315,414			87			473,438			32,514		2			14,500			1,642
B		319			2,254,565			20			126,350			9,510		1			4,500			141
C		1,448			11,287,831			118			885,163			58,765		7			87,200			8,797
D		2,048			14,156,042			166			980,293			78,767		13			91,500			8,825
E		622			3,750,560			50			233,450			18,417		2			14,500			1,377
HR		6,914			67,881,305			323			2,460,314			192,531		21			191,600			14,558
N/A1		15,273			67,881,166			379			995,017			91,204		26			59,475			9,064
		29,013			179,137,624			1,206			6,525,175			508,707		73			473,275			44,719
	avg loan size:			$	6,174
percent of total								4.2	%		3.6	%				0.3	%		0.3	%
	Paid In Full						31+ Days Past Due								Defaulted 2
Prosper Rating	Number			Origination Amount			Number			Origination Amount			Outstanding Principal		Number			Origination Amount			Net Charged Off Principal
AA		1,037			4,819,637			2			26,000			5,229		43			375,954			200,021
A		1,032			5,158,426			2			11,500			2,294		115			651,800			343,881
B		259			1,818,315			1			9,900			2,165		38			295,500			160,146
C		1,017			7,511,416			10			69,118			10,035		287			2,663,834			1,634,636
D		1,416			9,826,560			12			79,600			11,117		438			3,170,289			1,948,352
E		407			2,356,585			4			29,500			3,251		158			1,115,525			670,567
HR		3,634			33,377,441			43			299,598			41,821		2,881			31,340,152			20,710,293
N/A1		8,240			36,933,181			49			138,953			20,961		6,532			29,482,988			19,364,950
		17,042			101,801,561			123			664,169			96,874		10,492			69,096,043			45,032,848
percent of total		58.7	%		56.8	%		0.4	%		0.4	%				36.2	%		38.6	%
	Repurchased														Default due to Delinquency:
Prosper Rating	Number			Origination Amount															9,342		$	39,637,422
AA		2			8,000
A		3			5,750
B		-			-										Default due to Bankruptcy3 :
C		9			71,100														1,150		$	5,395,426
D		3			7,800
E		1			1,000
HR		12			212,200
N/A1		47			271,552
		77			577,402
percent of total		0.3	%		0.3	%

1	includes loans with Credit Score<640 or insufficient credit data to determine Prosper Rating
2	includes all loans >120 days past due
3	Only includes loans where the bankruptcy notification date is prior to the date the loan became 121 days past due.  If we were notified of a bankruptcy after the loan reached 121 days past due, it is included in the "Default due to Delinquency" totals.

From November 2005 through July 12, 2009, we facilitated 29,013 borrower loans with an average original principal amount of $6,174 and an aggregate original principal amount of $179,137,624.  As of June 30, 2011, 4.2% of the borrower loans were current, 58.7%  were paid in full, 0.3% were 1 to 30 days past due, 0.4% were more than 30 days past due and 36.2% had defaulted.  A borrower loan is considered to have defaulted when it is more than 120 days past due or has been discharged in bankruptcy.  Of these 29,013 borrower loans, 13,346 loans or 46%, have been greater than 15 days past due at any time, 12,288 loans or 42%, have been more than 30 days past due at any time and 11,582 or 40%, have been more than 60 days past due at any time. We repurchased a total of 77 of these loans, with an aggregate original principal amount of $577,402 (0.3% of total), due to identification theft or operational issues. 

Of loans originated prior to July 13, 2009, 10,492 had defaulted as of June 30, 2011, equaling a total net defaulted amount of $45,032,848.  Of these 10,492 defaulted loans, the borrowers of 1,150 of the loans have filed for bankruptcy, resulting in a net defaulted amount of $5,395,426.

42

The following table presents additional aggregated information as of June 30, 2011, grouped by Prosper Rating, for all loans originated on our website from July 13, 2009 through June 30, 2011.  With respect to delinquent borrower loans, the table shows the entire amount of the principal remaining due (not just that particular payment) as of June 30, 2011.

Loan Originations
July 13, 2009 - June 30, 2011
(as of June 30, 2011)
	Total Loan Originations						Current Loans								1-30 Days Past Due
Prosper Rating	Number			Amount			Number			Origination Amount			Outstanding Principal		Number			Origination Amount			Outstanding Principal
AA		1,295		$	9,800,044			946		$	7,763,025		$	5,874,809		9		$	79,100		$	62,825
A		1,861			11,598,945			1,471			9,703,052			7,190,096		15			64,700			43,905
B		1,169			8,927,286			999			7,769,974			6,532,107		9			76,100			68,278
C		1,400			6,999,049			1,052			5,390,957			4,265,559		17			113,056			80,919
D		2,952			14,221,038			2,385			12,014,069			10,358,320		65			275,656			241,577
E		1,742			7,347,235			1,423			6,233,432			5,636,517		40			163,700			147,442
HR		1,489			4,625,404			1,122			3,460,197			2,844,443		41			125,397			107,367
		11,908		$	63,519,001			9,398		$	52,334,705		$	42,701,850		196		$	897,709		$	752,314
	avg loan size:			$	5,334
percent of total								78.9	%		82.4	%				1.6	%		1.4	%
	Paid In Full						31+ Days Past Due								Defaulted 1
Prosper Rating	Number			Origination Amount			Number			Origination Amount			Outstanding Principal		Number			Origination Amount			Net Charged Off Principal
AA		322		$	1,790,519			5		$	39,500		$	30,442		13		$	127,900		$	107,157
A		314			1,572,106			11			41,600			30,570		50			217,487			172,289
B		135			890,912			9			49,250			39,363		17			141,050			123,470
C		251			1,107,137			25			90,850			77,887		55			297,050			257,295
D		330			1,284,504			51			219,350			188,993		121			427,459			369,704
E		171			554,593			41			172,450			156,814		67			223,060			199,498
HR		204			652,980			26			86,879			73,316		96			299,952			274,743
		1,727		$	7,852,750			168		$	699,879		$	597,386		419		$	1,728,958		$	1,504,155
percent of total		14.5	%		12.4	%		1.4	%		1.1	%				3.5	%		2.7	%
	Repurchased														Default due to Delinquency:
Prosper Rating	Number			Origination Amount															380		$	1,389,907
AA		-			-
A		-			-
B		-			-										Default due to Bankruptcy2 :
C		-			-														39		$	114,248
D		-			-
E		-			-
HR		-			-
		-			-
percent of total		0.0	%		0.0	%

1	includes all loans >120 days past due
2	Only includes loans where the bankruptcy notification date is prior to the date the loan became 121 days past due.  If we were notified of a bankruptcy after the loan reached 121 days past due, it is included in the "Default due to Delinquency" totals.

 From July 13, 2009 through June 30, 2011, Prosper facilitated 11,908 borrower loans with an average original principal amount of $5,334 and an aggregate original principal amount of $63,519,001.  As of June 30, 2011, 78.9% of the borrower loans were current or had not reached their first billing cycle and 14.5% were paid in full, 1.6% were 1 to 30 days past due, 1.4% were more than 30 days past due, and 3.5% had defaulted.  A borrower loan is considered to have defaulted when it is more than 120 days past due or has been discharged in bankruptcy.  Of these 11,908 borrower loans, 899 loans, or 8%, have been greater than 15 days past due at any time, 663 loans, or 6%, have been more than 30 days past due at any time, and 538 or 5%, have been more than 60 days past due at any time.

    Of loans originated after July 13, 2009, 419 have defaulted as of June 30, 2011, equaling a total net defaulted amount of $1,504,155.  Of these 419 defaulted loans, the borrowers of 39 of the loans have filed for bankruptcy, resulting in a net defaulted amount of $114,248.

43

Because of our limited operating history, the data in the preceding tables regarding loss experience may not be representative of the loss experience that will develop over time as additional borrower loans are originated through our platform and the borrower loans already originated through our platform have longer payment histories.  In addition, because of our limited operating history, the data in the preceding tables regarding prepayments may not be representative of the prepayments we expect over time; as additional borrower loans are originated through our platform and the borrower loans already originated through our platform have longer payment histories.

The following table presents aggregate information, as of June 30, 2011 on the results of our collection efforts for loans originated prior to July 13, 2009 that became more than 30 days past due at any time, grouped by Prosper Rating.  For purposes of this analysis, we have excluded the 77 loans that we repurchased due to identity theft or operational issues.

Prosper Rating	Loans In Collections		Origination Amount		Aggregate Amount Sent to Collections		Gross Amount Collected on Accounts sent to Collections		Number of Loans Charged-off		Gross Aggregate Principal Balance of Loans Charged-Off		Gross Amount Recovered on Loans Charged-Off		Net Aggregate Charge-Off
AA		57	$	480,054	$	30,741	$	22,137		43	$	212,877	$	12,856	$	200,021
AB		147		827,933		53,830		33,243		115		376,602		32,721		343,881
B		46		347,200		22,676		8,310		38		163,904		3,757		160,146
C		341		3,135,977		210,919		135,354		287		1,731,432		96,796		1,634,636
D		527		3,849,060		262,054		174,698		438		2,058,115		109,762		1,948,352
E		182		1,256,124		89,702		42,470		158		732,482		61,915		670,567
HR		3,203		34,699,201		2,497,399		1,335,035		2,881		21,746,513		1,036,220		20,710,293
N/A1		7,276		32,837,226		2,462,526		1,409,646		6,532		20,754,582		1,389,631		19,364,950
Total		11,779	$	77,432,776	$	5,629,848	$	*3,160,893		10,492	$	47,776,506	$	2,743,659	$	45,032,848
* This amount excludes collection agency payments that were subsequently returned by the bank
1 includes loans with Credit Score<640 or insufficient credit data to determine Prosper Rating

The following table presents aggregate information, as of June 30, 2011 regarding the results of our collection efforts for loans originated after July 13, 2009 that became more than 30 days past due at any time, grouped by Prosper Rating.  

Prosper Rating	Loans In Collections		Origination Amount		Aggregate Amount Sent to Collections		Gross Amount Collected on Accounts sent to Collections		Number of Loans Charged-off		Gross Aggregate Principal Balance of Loans Charged-Off		Gross Amount Recovered on Loans Charged-Off		Net Aggregate Charge-Off
AA		26	$	200,400	$	13,210	$	5,554		13	$	107,157	$	-	$	107,157
AB		79		339,512		22,093		12,919		50		177,046		4,758		172,289
B		30		211,800		14,725		3,580		17		125,008		1,538		123,470
C		102		467,956		35,881		16,434		55		262,869		5,574		257,295
D		206		774,259		63,620		31,232		121		380,661		10,957		369,704
E		124		449,305		39,573		16,200		67		207,987		8,489		199,498
HR		146		456,581		40,500		23,351		96		279,018		4,275		274,743
Total		713	$	2,899,813	$	229,602	$	*109,269		419	$	1,539,747	$	35,592	$	1,504,155
* This amount excludes collection agency payments that were subsequently returned by the bank

Prosper has not altered the terms or made any principal reductions on any loans prior to charge-off except as required by law (such as in situations where the Servicemembers’ Civil Relief Act requires interest rates to be reduced to 6% while a borrower in the armed forces is on active duty).  In order to comply with the Servicemembers’ Civil Relief Act, Prosper has elected to make “pre-refunds” of the interest differential to the affected borrower for the period of deployment.  The borrower then continues to make their regular payments.  In these cases, Prosper has refunded the interest to the borrower from Prosper’s own funds and, as a result, the payments received by the applicable lenders are unchanged.

44

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Not applicable for smaller reporting companies.

Item 4. Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer and Chief Operating Officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, we recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and we are required to apply our judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As required by Exchange Act Rule 15d-15(b), we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer and Chief Operating Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the fiscal quarter covered by this report. Based on the foregoing, our Chief Executive Officer and our Chief Financial Officer and Chief Operating Officer, have concluded that our disclosure controls and procedures were effective at the reasonable assurance level.

There has been no change in our internal control over financial reporting during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

45

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

The discussion of the NASAA settlement agreement, the class action lawsuit and our suit involving our insurance carrier with respect to the class action lawsuit, set forth in “Note 12 Commitment and Contingencies” of the Notes to the Financial Statements contained in Part I, Item 1 of this report is incorporated herein by reference.  From time to time, we may be involved in various legal proceedings arising in the ordinary course of our business. While any litigation contains an element of uncertainty, management believes that the outcome of all pending legal proceedings will not have a material adverse effect on our results of operation or financial position. However, because of the nature and inherent uncertainties of litigation, should the outcome of any legal actions be unfavorable, we may be required to pay damages and other expenses, which could have a material adverse effect on our financial position and results of operations.    We are not currently subject to any other material legal proceedings.  Except for the above matters, we are not aware of any litigation matters which have had, or are expected to have, a material adverse effect on us.

Item 1A. Risk Factors.

The discussion in this Quarterly Report on Form 10-Q should be read together with the risk factors contained in Part 1, Item 1A, “Risk Factors,” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2010. These risk factors describe various risks and uncertainties. These risks and uncertainties have the potential to affect our business, financial condition, results of operations, cash flows, strategies or prospects in a material and adverse manner. In addition, these risks could have a material adverse effect on the value of the Notes you purchase and could cause you to lose all or part of your initial purchase price or future principal and interest payments you expect to receive.  You should also refer to the individual borrower profiles and borrower credit information provided on our platform.

In addition, you should consider the following:

Information supplied by borrowers may be inaccurate or intentionally false. Information regarding income and employment is not verified in the majority of cases.

Borrower members supply a variety of information regarding the purpose of the loan, income, occupation, and employment status that is included in the borrower loan listings on our website.  We do not verify the majority of this information, and this information may be inaccurate or intentionally false.  Prosper borrowers may misrepresent their intentions for the use of borrower loan proceeds.  Prosper and WebBank do not verify any statements by Prosper borrowers as to how loan proceeds are to be used and do not confirm after loan funding how loan proceeds were used.  All listings are posted on our platform without our verifying the information provided by the borrower member, including the borrower’s stated income, employment status or occupation that appears in the listing.  Lender members should not rely on borrower’s self-reported information such as income, employment status, or occupation in making investment decisions.  In the cases in which we select Prosper borrower members for income and employment verification, the verification is normally done after the listing has been created and bidding is substantially completed but prior to the time the borrower loan is funded.  From the period from July 14, 2009 to March 31, 2011, we verified employment and/or income on approximately 42% of the loans we originated on a unit basis (4,066 out of 9,696) and approximately 67% of our originations on a dollar basis ($33,392,595 out of $49,528,716).  These listings were selected based on a combination of factors including amount of loan requested, Prosper Rating, debt-to-income ratio and stated income.  The identity of borrowers is not revealed to lender members, and lender members have no ability to obtain or verify borrower information either before or after they purchase a Note.  Potential lender members may only communicate with Prosper borrower members through website postings on our platform and then only on an anonymous and unverified basis.  If you rely on false, misleading or unverified information supplied by borrowers in deciding to purchase Notes, you may lose part or all of the purchase price you pay for a Note. See “About Prosper—Borrower Identity and Financial Information Verification” for more information in our prospectus dated July 14, 2011.

46

Some of the borrowers on our platform have “subprime” credit ratings, are considered higher than average credit risks, and may present a high risk of loan delinquency or default.

Some of the borrowers on our platform are people who have had difficulty obtaining loans from other sources, including banks and other financial institutions on favorable terms, or on any terms at all, due to credit problems, limited credit histories, adverse financial circumstances, or high debt-to-income ratios.  Therefore, acquiring Notes that are dependent on payments we receive on the corresponding borrower loans of such borrowers may present a high risk of loan delinquency or default.  From our inception in November 2005 through July 12, 2009, we facilitated 29,013 borrower loans with an average original principal amount of $6,174 and an aggregate original principal amount of $179,137,624 on our platform.  Of these 29,013 loans, a total of 77 loans were repurchased by Prosper due to identify theft or operational issues.  As of March 31, 2011, of the 29,013 borrower loans, 9.3% were current, 53.7% were paid in full, 0.4% were 1 to 30 days late, and 0.6% were more than 30 days late.  In addition, of these 29,013 loans:

· 13,287 loans, or 46%, have been more than 15 days past due on at least one occasion;

· 12,211 loans, or 42%, have been more than 30 days past due on at least one occasion;

· 11,488 loans, or 40% have been more than 60 days past due on at least one occasion;

· 10,378 loans or 36% had defaulted (a borrower loan is considered to have defaulted when it is more than 120 days past due or has been discharged in bankruptcy).

From July 13, 2009 to March 31, 2011, we facilitated 9,430 borrower loans with an average original principal amount of $5,016 and an aggregate original principal amount of $47,298,656 on our platform.

47

There have been no repurchases by Prosper due to identity theft or operational issues during that timeframe.  As of March 31, 2011, of these 9,430 borrower loans, 81.3% were current or had not reached their first billing cycle, 12.5% were paid in full, 1.4% were 1-30 days past due, and 1.7% were more than 31 days past due.  In addition, of these 9,430 loans:

· 707 loans, or 7%, have been more than 15 days past due on at least one occasion;

· 511 loans, or 5%, have been more than 30 days past due on at least one occasion;

· 406 loans, or 4% have been more than 60 days past due on at least one occasion;

· 288 loans or 3.1% had defaulted (a borrower loan is considered to have defaulted when it is more than 120 days past due or has been discharged in bankruptcy).

Selected historical loss rates on the Notes can be found in Part 1, Item 2 of this report under "Historical Information about Our Prosper Borrower Members and Outstanding Borrower Loans.”  There can be no assurance that such historical loss rates will be indicative of future loss rates or the likelihood of the delinquency or default by a borrower under a borrower loan upon which a series of Notes is dependent for payment.

If payments on the corresponding borrower loans relating to the Notes become more than 30 days overdue, it is likely that purchasers of such Notes will not receive the full principal and interest payments that they expect to receive on the Notes and they may not recover any of their original purchase price.

If a borrower fails to make a required payment on a borrower loan within 30 days of the due date, we will pursue reasonable collection efforts in respect of the borrower loan.  Referral of a delinquent borrower loan to a collection agency within five (5) business days after it becomes thirty days past due will be considered reasonable collection efforts. From our inception in November 2005 through July 12, 2009, we facilitated 29,013 borrower loans.  A total of 77 loans were repurchased by Prosper due to identity theft or operational issues with respect to the 29,013 borrower loans.  With respect to these 29,013 borrower loans as of March 31, 2011:

· 0.4% were 1 to 30 days late and 46% had been more than 15 days past due on at least one occasion; and

· 0.6% were more than 30 days late and 42% had been more than 30 days past due on at least one occasion.

From July 13, 2009 to March 31, 2011, we facilitated 9,430 borrower loans.  Of these 9,430 borrower loans, there were no loans repurchased by Prosper due to identity theft or operational issues, as of March 31, 2011.  With respect to these 9,430 borrower loans as of March 31, 2011:

· 1.4% were 1 to 30 days late and 7% had been more than 15 days past due on at least one occasion; and

· 1.7% were more than 30 days late and 5% had been more than 30 days past due on at least one occasion.

If we refer a borrower loan to a collection agency, Prosper will not have any other obligation to attempt to collect that borrower loan.  We may also handle collection efforts in respect of a delinquent borrower loan directly.  If payment amounts on a delinquent borrower loan are received from a borrower more than 30 days after their due date, if the delinquent loan is referred to an outside collection agency, that collection agency will retain a percentage of any funds recovered from such borrower as a servicing fee before any principal or interest becomes payable to lender members from recovered amounts in respect of Notes related to the corresponding borrower loan.  Collection fees range from 17% to 30% of recovered amounts.  

48

Neither Prosper nor the collection agency may be able to recover some or all of the unpaid balance of a non-performing borrower loan, and a lender member who has purchased a Note dependent for payment on the non-performing borrower loan would then receive nothing or a small fraction of the unpaid principal and interest payable under the Note.  A lender member must rely on the collection efforts of Prosper or the applicable collection agency to which such borrower loans are referred.  No lender member is permitted to attempt to collect payments on the borrower loans in any manner.

Risks Related to Prosper, Our Platform and Our Ability to Service the Notes

We face a contingent liability for securities law violations in respect of loans sold to our lender members from inception until October 16, 2008.  This contingent liability may impair our ability to operate our platform and service the borrower loans that correspond to the Notes.

Loans sold to lender members through our platform from our inception until October 16, 2008 may be viewed as involving an offering of securities that was not registered or qualified under federal or state securities laws.  To date, the following litigation has resulted from our prior operations.

· In November of 2008, the SEC instituted cease and desist proceedings, pursuant to Section 8A of the Securities Act, against us.  In connection with such proceedings, we agreed to a settlement with the SEC and consented to the entry of a Cease and Desist order, in which we neither admitted nor denied liability, which was approved by the SEC on November 20, 2008.  The Cease and Desist order included a finding that we violated the registration requirements of the Securities Act, and required that we cease and desist from committing or causing any violations or any future violations.

· On November 26, 2008, Prosper and the North American Securities Administrators Association, or “NASAA,” executed a settlement term sheet.  The term sheet sets forth the material terms of a consent order to resolve matters relating to our sale and offer of unregistered securities and the omission of material facts in connection with such offers and sales.  NASAA has recommended that each state adopt the terms of the settlement, however, the settlement is not binding on any state.  The terms of the settlement involve our payment of up to $1 million, which NASAA has allocated among the 50 states and the District of Columbia, based on our loan sale transaction volume in each state prior to November 24, 2008.  We will not be required to pay any portion of the fine allocated to those states that do not execute a consent order with Prosper.  The terms of the settlement require the states to terminate their investigation of our activities related to the sale of securities before November 24, 2008.  If a state does not elect to participate in the NASAA settlement, such state would not be prevented from pursuing its own remedies in connection with our sale of securities before November 24, 2008.  On April 21, 2009, we reached agreement with NASAA on the final terms of the consent order for consideration by the states.  As of March 31, 2011 and December 31, 2010, the Company had accrued approximately $282,000 and $284,000, respectively, in connection with this contingent liability in accordance with ASC Topic 450 “Contingencies”.  As of March 31, 2011, the Company has entered into 32 consent order agreements and has paid an aggregate of $431,663 in penalties.

49

· On November 26, 2008, plaintiffs, Christian Hellum, William Barnwell and David Booth, individually and on behalf of all other plaintiffs similarly situated, filed a class action lawsuit against us, and certain of our executive officers and directors in the Superior Court of California, County of San Francisco, California.  The suit was brought on behalf of all loan note purchasers in our online lending platform from January 1, 2006 through October 14, 2008.  The lawsuit alleges that Prosper offered and sold unqualified and unregistered securities in violation of the California and federal securities laws.  The lawsuit seeks class certification, damages and the right of rescission against Prosper and the other named defendants, as well as treble damages against Prosper and the award of attorneys’ fees, experts’ fees and costs, and pre-judgment and post-judgment interest. Some of the individual defendants filed a demurrer to the First Amended Complaint, which was heard on June 11, 2009 and sustained by the court with leave to amend until July 10, 2009.  The plaintiffs filed a Second Amended Complaint on July 10, 2009, to which the same individual defendants demurred.  On September 15, 2009, this demurrer was sustained by the court without leave to amend.  On February 25, 2011, the plaintiffs filed a Third Amended Complaint, which removed David Booth as a plaintiff and added Brian Russom and Michael Del Greco as plaintiffs.  The new plaintiffs are representing the same putative class and prosecuting the same claims as the previously named plaintiffs.  On April 29, 2011, the California Court of Appeal reversed the trial court’s decision sustaining the individual defendants’ demurrer to the Second Amended Complaint. On June 9, 2011, the individual defendants filed a petition before the California Supreme Court seeking review of the Court of Appeal’s opinion. Prosper’s insurance carrier with respect to the class action lawsuit, Greenwich Insurance Company (“Greenwich”), has denied coverage.  On August 21, 2009, Prosper filed suit against Greenwich in the Superior Court of California, County of San Francisco, California.  The lawsuit seeks a declaration that Prosper is entitled to coverage under its policy with Greenwich for losses arising out of the class action lawsuit as well as damages and the award of attorneys’ fees and pre-judgment and post-judgment interest.   On January 26, 2011, the court issued a final statement of decision finding that Greenwich has a duty to defend the class action lawsuit, and requiring that Greenwich pay Prosper's past and future defense costs in the class action suit up to $2 million.  On February 24, 2011, Greenwich made a payment to Prosper in the amount of $1,728,273 to reimburse Prosper for the defense costs it had already incurred in the class action suit.  Greenwich is required to reimburse Prosper for up to an additional $271,727 in defense costs for the class action suit going forward.  Each such reimbursement will be due within 30 days of Prosper incurring any such costs and presenting the applicable invoice to Greenwich.  Greenwich is also required to pay Prosper pre-judgment interest on the defense costs incurred by Prosper in the class action suit prior to the Court’s decision.  The amount of this pre-judgment interest is $164,828.  Greenwich will be required to make this pre-judgment interest payment to Prosper when a final judgment has been entered in the insurance suit.    We intend to vigorously defend the class action lawsuit and vigorously prosecute our suit against Greenwich.  We cannot, however, presently determine or estimate the final outcome of either lawsuit, and there can be no assurance that either matter will be finally resolved in our favor.  If the class action lawsuit is not resolved in our favor, we might be obliged to pay damages, and might be subject to such equitable relief as a court may determine.  If our lawsuit against Greenwich is not resolved in our favor, we might not be able to recover proceeds from Greenwich that are sufficient to offset any losses we incur in the class action lawsuit.

  As a result of our prior operations, a lender member who holds a loan originated on our platform prior to October 15, 2008 may be entitled to rescind her purchase and be paid the unpaid principal amount of her borrower loan, plus statutory interest.  The aggregate principal amount of loans we originated on our platform from inception through October 14, 2008 by non affiliated purchasers is $178.0 million ($179.1 million total originations). Of this amount, as of March 31, 2011, $45.1 million had defaulted ($45.3 million total defaulted), and $2.1 million remained outstanding ($2.2 million total remained outstanding).  Prosper is potentially liable for the remaining outstanding principal amount if the current borrowers stop making payments.  We have not recorded an accrued loss contingency in respect of this contingent liability, although we intend to continue to monitor the situation.  Generally, the federal statute of limitations for noncompliance with the requirement to register securities under the Securities Act is one year from the violation; however, the statute of limitations periods under state laws may extend for a longer period of time.  If a significant number of our lender members sought rescission, or if the class action securities lawsuit is successful, our ability to maintain our platform and service the borrower loans to which the Notes correspond may be adversely affected.

50

We have incurred operating losses since our inception and we anticipate that we will continue to incur net losses through at least 2011.  

Our failure to obtain sufficient debt and equity financings and, ultimately, to achieve profitable operations and positive cash flows from operations could adversely affect Prosper’s ability to achieve its business objectives and continue as a going concern.

We have incurred operating losses since our inception and we anticipate that we will continue to incur net losses for a number of years as we grow our business.  For the three months ended March 31, 2011 and 2010 we had negative cash flows from operations of $1.2 million and $2.0 million, respectively.  Additionally, since our inception through March 31, 2011, we have an accumulated deficit of $51.8 million.

We have financed our operations to date primarily with proceeds from the sale of equity securities.  At March 31, 2011, we had approximately $3.2 million in unrestricted cash and cash equivalents.  We are dependent upon raising additional capital or debt financing to fund our current operating plan.  Our failure to obtain sufficient debt and equity financings and, ultimately, to achieve profitable operations and positive cash flows from operations could adversely affect our ability to achieve our business objectives and continue as a going concern.  Further, an unfavorable outcome of the class action lawsuit at the high end of the range could hinder Prosper’s ability to continue operations, absent other extenuating circumstances.   Further, we can provide no assurances as to the availability or terms upon which the required financing and capital might be available.

The Company has assessed the contingent liability related to prior sales of loans on the platform and has determined that the occurrence of the contingency is reasonably possible but not probable and that contingent liability ranges from $0 in the event the company prevails to a maximum of $47.2 million, which represents the remaining outstanding principal amount of $2.1 million and loans charged off of $45.1 million as of March 31, 2011.

You should rely only on statements made in our prospectus dated July 14, 2011 in determining whether to purchase Notes and not on any statements or information contained in two articles discussing Prosper and the operation of its platform.

Information about Prosper was published in an April 28, 2009 article in The Wall Street Journal entitled “Relaunched:  Prosper has Opened Its Market to Financial Institutions” and an August 28, 2009 article in BusinessWeek entitled “Peer-to-Peer Lending for Banks, Too?”  The articles discussed the anticipated re-launch of our platform by our wholly owned subsidiary, Prosper Loans Marketplace, Inc., or “Prosper CA,” pursuant to an exemption from the registration requirements provided by Section 3(a)(11) of the Securities Act.  The offering of borrower payment dependent notes was limited solely to lenders residing in California. Prosper ceased offering notes pursuant to this exemption on May 8, 2009 and no notes were sold to lender members pursuant to this offering.  The articles principally focused on the offering of borrower payment dependent notes, which were dependent for payment on pre-existing loans listed by financial institutions registered with Prosper.  Prosper is not offering notes dependent for payment on payments we receive on pre-existing loans listing by financial institutions in our prospectus dated July 14, 2011.  The articles also discussed historical rates of return and default risks that are not included in our prospectus dated July 14, 2011 and did not disclose many of the related risks and uncertainties described in our prospectus dated July 14, 2011. As a result, you should not rely on the information contained in these articles and only on the information contained in our prospectus dated July 14, 2011 in making your investment decision.  You should carefully evaluate all of the information in our prospectus dated July 14, 2011.

51

Prosper’s administration of the automated bidding plan system and its new loan search tool could create additional liability for Prosper and such liability could be material

Our automated plan system allows lender members to create their own automated bidding plans.  By creating such a plan, a lender member can have bids placed automatically on her behalf on loan listings that meet loan criteria selected by her. In creating an automated bidding plan, the member can design these criteria herself, use a group of model criteria selected by Prosper, or customize one of those groups of model criteria as she sees fit.   Each automated bidding plan consists of a group of loan criteria, such as loan amount, minimum yield percentage, Prosper Rating, income and employment characteristics, group affiliations and debt-to-income ratio. This group of criteria is divided into sub-groups, each of which we refer to as a “slice”.  The specific loans on which the lender member bids through her automated bidding plan are determined by the criteria in each of her plan slices.  If a loan listing is posted that satisfies all of the criteria in any one of her plan slices, a bid will automatically be placed on the listing on her behalf.  Each automated plan expires on the earlier of thirty days after the plan was created or the first date on which all funds allocated to the plan by the lender member have been successfully bid. Since the re-launch of our platform in July 2009, approximately 57% of the bids made on our platform (measured in terms of dollar volume) have been made by members using automated plans as of March 31, 2011.

On July 6, 2011, we intend to replace our automated plan system with a new loan search tool.  Beginning on that date, lenders will no longer be able to create automated plans, but will instead be able to use the loan search tool to identify Notes that meet their investment criteria. A lender using the search tool will be asked to indicate (i) the Prosper Rating or Ratings she wishes to use as search criteria, (ii) the total amount she wishes to invest and (iii) the amount she wishes to invest per Note. The search tool will then compile a basket of Notes for her consideration that meet her search criteria.  If the supply of Notes that meet her criteria exceeds the total amount she wishes to invest, the search tool will select Notes for her basket based on the principle of first in, first out, i.e.,  the Note with the corresponding listing that was posted on our website earliest will be the first included in her basket, then the Note with the next oldest corresponding listing will be included, and so on, until the aggregate principal amount of Notes in her basket equals the amount she wishes to invest. If her search criteria include multiple Prosper Ratings, the search tool will divide her basket into equal portions, one portion representing each Prosper Rating selected. To the extent available Notes with these Prosper Ratings are insufficient to fill the lender’s order, the lender will be advised of this shortfall and given an opportunity either to reduce the size of her order or modify her search criteria to make her search more expansive.  See “About Prosper—How to Bid to Purchase Notes—Our Automated Plan System and Our New Loan Search Tool" in our prospectus dated July 14, 2011.

Since the Notes purchased through an automated plan or the loan search tool are the same as Notes purchased manually, they present the same risks of non-payment as all Notes that may be purchased on Prosper’s website.  For example, there is a risk that a loan identified through an automated plan or the loan search tool may become delinquent or default, and the estimated return and estimated loss for that loan individually, or the estimated loss or return for the plan or the basket of Notes selected by the search tool as a whole, may not accurately reflect the actual return or loss on such loan.  If this were to occur, a lender who purchases a Note through an automated plan or the loan search tool could pursue a claim against Prosper in connection with its representations regarding the performance of the loans bid upon through the plan or search tool.  An investor could pursue such a claim under various antifraud theories under federal and state securities law.  In addition, the SEC or an investor may take the position that the plans created pursuant to the automated bidding plan model involve the offer and sale of a separate security.  Since we did not register the automated bidding plans as separate securities, such a claim, if successful, could give investors who invested in Notes through such plans a rescission right under state or federal law and possibly subject us to civil fines or criminal penalties under federal or state law.  If such a theory was sustained, we could be liable for sales through automated bidding plans that take place prior to July 6, 2011. To date, no actions have been taken or threatened against us on this theory.  However, such actions could have a material adverse effect on our business.

We may face liability under state and federal securities law for statements in our prospectus and in other communications that could be deemed to be an offer to the extent that such statements are deemed to be false or misleading.

Loan listings and other borrower information available on our website as well as in our sales and listing reports are statements made in connection with the purchase and sale of securities that are subject to the antifraud provisions of the Exchange Act and the Securities Act.  In general, these liability provisions provide a purchaser of Notes with a right to bring a claim against Prosper for damages arising from any untrue statement of material fact or failure to state a material fact necessary to make any statements made not misleading.  Even though we have advised you of what we believe to be the material risks associated with an investment in the Notes, the SEC or a court could determine that we have not advised you of all of the material facts regarding an investment in the Notes, which could give you the right to rescind your investment and obtain damages, and could subject us to civil fines or criminal penalties in addition to any such rescission rights or damages.

52

Item 2. Unregistered Sale of Equity Securities and Use of Proceeds.

On July 13, 2009, we commenced a public offering of up to $500,000,000 in principal amount of our Borrower Payment Dependent Notes pursuant to a Registration Statement on Form S-1 (File No. 333-147019). The offering is a continuous offering and remains ongoing. The registration statement was declared effective by the SEC on July 10, 2009.  From July 13, 2009 to July 31, 2011, we sold $69,523,566 in principal amount of Notes at 100% of their principal amount.  The Notes are offered only through our website, and there are no underwriters or underwriting discounts.  We have incurred estimated expenses of approximately $1,977,524 in connection with the offering, none of which are being paid by us to our directors, officers, persons owning 10% or more of any class of our equity securities or affiliates. As set forth in the prospectus for the offering, we are using the proceeds of each series of Notes to fund a borrower loan through our platform designated by the lender members purchasing such series of Notes. None of the proceeds from the Notes are paid by us to our directors, officers, persons owning 10% or more of any class of our equity securities or affiliates.

Item 3. Defaults upon Senior Securities

Not applicable.

Item 4.  Removed and Reserved

Item 5.  Other Information

Not applicable.

Item 6. Exhibits.

The exhibits listed on the accompanying Exhibit Index are filed or incorporated by reference as a part of this report and such Exhibit Index is incorporated herein by reference.

53

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Prosper Marketplace, Inc.
Date: August 11, 2011	By:	/s/ Christian A. Larsen
		Name:	Christian A. Larsen
		Title:	Chief Executive Officer (Principal Executive Officer)
	Prosper Marketplace, Inc.
Date: August 11, 2011	By:	/s/ Kirk T. Inglis
		Name:	Kirk T. Inglis
		Title:	Chief Financial Officer and Chief Operating Officer (Principal Financial and Accounting Officer)

54

EXHIBIT INDEX

Exhibit
Number	Exhibit Description
3.1		Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to the Company’s Post Effective Registration Statement No. 10, Registration No. 333-147019, filed June 21, 2011)
3.2		Bylaws of the Registrant, dated March 22, 2005 (incorporated by reference to Exhibit 3.2 of the Company’s Form S-1, filed October 30, 2007)
10.2		Form of Lender Registration Agreement (Note Commitment, Purchase and Sale Agreement)
31.1		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011.
31.2		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011.
32.1		Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, with respect to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011.
101.INS		XBRL Instance Documents*
101.SCH		XBRL  Taxonomy Extension Schema Document*
101.CAL		Taxonomy Extension Calculation Linkbase Document*
101.LAB		Taxonomy Extension Label Linkbase Document*
101.PRE		Taxonomy Extension Presentation Linkbase Document*
101.DEF		Taxonomy Extension Definition Linkbase Document*

* Pursuant to Rule 406T of Regulation S-T, these Interactive Data Files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

55