As filed with the Securities and Exchange Commission on February 22, 2010

Registration No. 333-XXXXXX

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

United Power and Media, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware 6199 30-0563092

(State or Other

Jurisdiction of (Primary Standard Industrial (I.R.S. Employer

Incorporation or Classification Code No.) Identification No.)

Organization)

United Power and Media, Inc.

510 Market Loop, Suite 102

W. Dundee, IL 60118

(847) 586-3880

(Address, including zip code, and telephone number,

including area code, of registrant's principal executive offices)

Wayne R. Kanter, Chief Executive Officer

United Power and Media, Inc.

510 Market Loop, Suite 102

W. Dundee, IL 60118

(847) 586-3880

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

Approximate date of commencement of proposed sale to the public:

As soon as practicable after this Registration Statement is declared

effective.

If any of the securities being registered on this form are offered on a

delayed or continuous basis pursuant to Rule 415 under the Securities Act

of 1933, as amended (the "Securities Act"), check the following box. x

If this Form is filed to register additional securities for an offering

pursuant to Rule 462(b) under the Securities Act, check the following box

and list the Securities Act registration statement number of the earlier

effective registration statement for the same offering.

If this Form is a post-effective amendment filed pursuant to Rule 462(c)

under the Securities Act, check the following box and list the Securities

Act registration statement number of the earlier effective registration

statement for the same offering.

If this Form is a post-effective amendment filed pursuant to Rule 462(d)

under the Securities Act, check the following box and list the Securities

Act registration statement number of the earlier effective registration

statement for the same offering.

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 the 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 x

smaller reporting company)

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities

Amount of to be Proposed Maximum

Aggregate Offering Registration

Registered Price (1) Fee (2)

Borrower Member Payment

Dependent Notes

$40,000,000 $2,852.00

(1) Estimated solely for the purpose of calculating the registration fee

pursuant to Rule 457(o) under the Securities Act of 1933, as amended.

(2) Calculated pursuant to Rule 457(o) based on an estimate of the

proposed maximum aggregate offering price.

The Registrant hereby amends this Registration Statement on such

date or dates as may be necessary to delay its effective date until the

Registrant shall file a further amendment which specifically states

that this Registration Statement shall thereafter become effective in

accordance with Section 8(a) of the Securities Act of 1933 or until the

Registration Statement shall become effective on such date as the

Commission, acting pursuant to Section 8(a), may determine.

The information in this prospectus is not complete and may be changed.

We may not sell these securities until the registration statement filed with

the Securities and Exchange Commission is effective. This prospectus is

not an offer to sell these securities and it is not soliciting an offer to buy

these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED February 22, 2010

$40,000,000

United Power and

Media, INC

Borrower Member Payment Dependent Notes

This is a public offering to United Power and Media's lender

members of up to $40,000,000 in principal amount of Borrower Member

Payment Dependent Notes issued by United Power and Media, Inc. In this

prospectus, we refer to our Borrower Member Payment Dependent Notes

as the "Notes."

We will issue the Notes in series. Each series will correspond to a

single commercial loan originated by United Power and Media, Inc.

(hereinafter referred to as InvestP2P.com), or by a national or state

chartered lending institution to be selected in the future. Throughout this

prospectus, we refer to these loans generally as "borrower loans," and we

refer to a particular loan that is funded by proceeds from the sale of Notes

in a single series as the "corresponding borrower loan" for that series.

Important terms of the Notes include the following, each of which

is described in detail in this prospectus:

All of the Notes in a series will be issued with the same fixed interest

rate, which will also be the rate on the corresponding borrower loan for that

series. Interest rates on borrower loans are determined by InvestP2P.com

and/or the lender members and/or the borrower, and can range from 1.0%

to 36.0%. Control of spending of the funds may be determined by lending

member votes on spend requests. The required number of lender member

votes may range from 0-100% of lender members committed to the

corresponding loan and said percentage requirement will be posted on the

site at the time the loan request is made by potential borrower or at time

lender members make a commitment to lend on a loan request.

The time from spend request to vote approval may take a significant

amount of time, spanning days, weeks or more and may not be approved,

thus possibly affecting the borrowers ability to use the proceeds as he/she

desires, which could negatively affect the course of their business or

affairs and subsequent ability to repay the loan.

We may elect not to report performance on the loans to credit reporting

agencies and lenders should assume we will not, as these loans are often

high risk loans made to businesses that are interested in growing a

business without risking personal financial ruin.

Some borrowers may commit their own money to the loan, which is then

subject to lending member voting on spend requests, of which, borrower

may or may not be allowed to vote, and such determination will be noted

on the loan request.

Depending on the term of a particular Note's corresponding borrower

loan, the Notes will have initial maturities of 12, 24, 36, 48, or 60 months,

plus 4 business days. Maturities of Notes can be extended for up to one

year, as described in this prospectus. The Notes will bear interest from the

date of issuance, be fully amortizing and be payable monthly, and in some

cases may allow up to two years of deferment of principal and/or interest

payments, which will be declared at loan request. InvestP2p.com may also

offer interest only payments with a balloon feature at maturity.

The Notes are unsecured, and are special, limited obligations of

InvestP2P.com only. The borrower, co-borrower, or business entity

members will make payments on their outstanding loans to

InvestP2P.com, and the Company will then make payments on the Notes

to lender members. The payments that InvestP2P.com makes on a Note

held by a lender member will be limited to an amount that equals the

lender member's pro rata share of the payments that InvestP2P.com

receives on the corresponding borrower loan, net of a 1.0% servicing fee

and, from time to time, net of certain other fees as described in this

prospectus.

InvestP2P.com does not guarantee payment of the Notes or of the

corresponding borrower loans.

We will offer Notes to our lender members at 100 percent of their

principal amount. The Notes will be offered only through the United

Power and Media website at www.InvestP2P.com, and there will be no

underwriters or underwriting discounts.

The Notes will be issued in electronic form only and will not be

listed on any securities exchange. The Notes will not be transferable

except through our planned Internet-based Note trading platform, which

will be operated by a registered broker-dealer to be selected in the future.

However, there are no guarantees that a broker-dealer relationship will be

established for the purpose of operating the Note trading platform, or that

a market for Notes will develop if such a platform is created. Therefore,

lender members must be prepared to hold their Notes to maturity.

This offering is highly speculative and the Notes involve a high

degree of risk. Investing in the Notes should be considered only by

persons who can afford the loss of their entire investment. See "Risk

Factors" beginning on page 19.

Neither the Securities and Exchange Commission nor any state

securities commission has approved or disapproved of these securities or

determined if this prospectus is truthful or complete. Any representation to

the contrary is a criminal offense.

The date of this prospectus is February 22, 2010.

Table of Contents

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS

WHERE YOU CAN FIND MORE INFORMATION

PROSPECTUS SUMMARY

THE DECLARATION

QUESTIONS AND ANSWERS

RISK FACTORS

RISKS RELATED TO THE NOTES AND THE CORRESPONDING

BORROWER LOANS

RISKS RELATED TO InvestP2P.com AND THE LENDING

PLATFORM

RISKS RELATED TO COMPLIANCE AND REGULATION

FORWARD-LOOKING STATEMENTS

USE OF PROCEEDS

PLAN OF DISTRIBUTION

ABOUT THE LENDING PLATFORM

MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

BUSINESS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

GOVERNMENT REGULATION

MANAGEMENT

EXECUTIVE COMPENSATION

TRANSACTIONS WITH RELATED PERSONS

PRINCIPAL SECURITYHOLDERS

EXPERTS

INDEX TO FINANCIAL STATEMENTS

Table of Contents

ABOUT THIS PROSPECTUS

This prospectus describes the United Power & Media, Inc.

(hereinafter referred to as InvestP2p.com) offering of Borrower Member

Payment Dependent Notes, referred to herein as the "Notes." This

prospectus is part of a registration statement filed with the Securities and

Exchange Commission, which we refer to as the "SEC." This prospectus,

and the registration statement of which it forms a part, speak only as of

the date of this prospectus. We will supplement this registration statement

from time to time as described below.

Unless the context otherwise requires, we use the terms "United

Power and Media," "InvestP2P.com," "the Company," "our company,"

"we," "us" and "our" in this prospectus to refer to United Power and

Media, Inc., a Delaware corporation. United Power and Media, Inc. was

incorporated in Delaware in September 2009.

The offering described in this prospectus is a continuous offering

pursuant to Rule 415 under the Securities Act of 1933, as amended (the

"Securities Act"). After the date of this prospectus, we will offer Notes

continuously, and we expect that sales of Notes on our Internet-based

platform will occur on a daily basis.

Pursuant to Rule 424(b) under the Securities Act, we will file a

supplement to this prospectus, which we refer to as a "posting report,"

within two business days of the initial posting of each new loan request

that is made by a borrower member on our platform. These posting reports

will provide specific information about the series of Notes being offered

for sale that will correspond to the posted borrower loan request, as well

as information about any other series of Notes being offered for sale at

that time. We will also file, and post on our website, weekly supplements

to this prospectus pursuant to Rule 424(b) under the Securities Act, which

we refer to as "sales reports." Sales reports will provide information about

sales of Notes since the filing of the previous sales report, and will specify

the principal amount, maturity and interest rate of each series of Notes

sold through the platform, as well as the InvestP2P.com credit grade on

the corresponding borrower loan provided we perform a credit grade

rating on the specified corresponding loan, which we often may not

perform.

We will also prepare prospectus supplements to update this

prospectus for other purposes, such as to disclose changes to the terms of

our offering of the Notes, provide quarterly updates of our financial and

other information included in this prospectus and disclose other material

developments. We will file these prospectus supplements with the SEC

pursuant to Rule 424(b) and post them on our website. When required by

SEC rules, such as when there is a "fundamental change" in our offering

or the information contained in this prospectus, or when an annual update

of our financial information is required by the Securities Act or SEC rules,

we will file post-effective amendments to the registration statement of

which this prospectus forms a part, which will include either a prospectus

supplement or an entirely new prospectus to replace this prospectus. We

currently anticipate that post-effective amendments will be required,

among other times, when we change material terms of the Notes offered

through our Internet-based platform. We currently expect that these

changes will be disclosed in prospectus supplements posted on our

website at the time of filing of the post-effective amendment, rather than

through complete revisions to this prospectus.

WHERE YOU CAN FIND MORE INFORMATION

We have filed a registration statement on Form S-1 with the SEC

in connection with this offering. In addition, upon the effectiveness of our

registration statement, we will be required to file annual, quarterly, and

current reports and other information with the SEC. You may read and

copy the registration statement and any other documents we have filed at

the SEC's Public Reference Room at 100 F Street, N.E., Room 1580,

Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for

further information about the Public Reference Room. Our SEC filings are

also available to the public at the SEC's Internet site, http://www.sec.gov.

This prospectus is part of the registration statement and does not

contain all of the information included in the registration statement and

the exhibits, schedules and amendments to the registration

statement. Some items are omitted in accordance with the rules and

regulations of the SEC. For further information with respect to us and the

Notes, we refer you to the registration statement and to the exhibits and

schedules to the registration statement filed as part of the registration

statement. Whenever a reference is made in this prospectus to any of our

contracts or other documents, the reference may not be complete and, for

a copy of the contract or document, you should refer to the exhibits that

are a part of the registration statement.

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this

prospectus. You should read the following summary together with the

more detailed information appearing in the rest of this prospectus,

including the financial statements and related notes to those statements,

and the Risk Factors beginning on page 19, before deciding whether to

purchase Borrower Member Payment Dependent Notes from

InvestP2P.com.

Overview

InvestP2P.com operates an Internet-based, "peer-to-peer" or "peer-

to-business" lending platform where individual or corporate lender

members can purchase Borrower Member Payment Dependent Notes, the

proceeds of which are designated by those lender members to fund

specific commercial loans made to business borrower members. While the

lender members who purchase the Notes are technically investors in the

Notes, and do not lend monies directly to InvestP2P.com borrower

members, we refer to them as "lender" members in this prospectus, and on

our website, for the sake of simplicity.

About the InvestP2P.com Lending Platform

InvestP2P.com's Internet-based platform allows users to register as

borrower members, co-borrower members, lender members, and/or

vendor members. We verify the identities of all borrower, co-borrower,

lender, and vendor members that participate on the platform by checking

their social security number, Tax Id Number and/or other personal

information against a fraud solutions database that we access through a

relationship with Experian, or another credit rating agency or identity

verification provider. Borrower members will have a one time verification

fee of $100.

Once registered, borrower members can post requests for

unsecured business loans by stating a maximum interest rate they are

willing to pay and a preferred term of 12, 24, 36, 48 or 60 months.

Currently our loan model consists of 60 month term at a maximum of

36% annual interest . The minimum and maximum loan values that can be

requested vary by state, but no borrower loan can currently be originated

above $50,000, unless a directed, captured group uses the "Friend and

Family" (F&F) format offered on our site. Borrower members are limited

to taking out a maximum of one loan within any six-month period, and

may not have more than 2 loans outstanding at the same time. F&F loans

do not count against the limitations set for non-related loans. All borrower

members have the option, and some may be required, to have a co-

borrower on their loan. A co-borrower serves as a co-signer, or guarantor,

on the borrower loan, and is obligated to make payments on the loan if the

primary borrower member becomes delinquent, as described in this

prospectus.

After internal review by InvestP2P.com to ensure compliance with

our terms and conditions, borrower member loan requests are posted on

the InvestP2P.com website for review by lender members. Loan request

postings may display borrower and, if applicable, co-borrower member

credit information that we may access through our relationship with

Experian, or another credit rating agency or id validation provider. Loan

request postings may also include, but are not limited to, a description of

the borrower member's potential intended use of the loan proceeds, a

description of their company, company business plan, as well as certain

financial and employment information that is self-reported by borrower

and, if applicable, co-borrower members. Borrower listings may include

photos and the borrower's narrative description of why the loan is being

requested, and of the borrower's financial situation. Borrowers are

identified by a InvestP2P.com screen name but may be able to disclose in

listings their identity or contact information to lenders, and are

encouraged to do so. Listings are displayed publicly on our platform,

although certain information is only viewable by registered lender

members. Borrower members may also choose to purchase our planned

MVP Verification service, in which we verify financial, employment and

other information that is self-reported by borrower and co-borrower

members and if so, results will be displayed on loan request posting. Also

included would be the status of any previous or currently active loans

through Borrower Member Payment Dependent Notes.

As lender members review borrower member loan requests posted

on the platform, they can make loans they find attractive by indicating the

dollar amount they are willing to commit to the purchase of a Note, the

proceeds of which are designated by the lender member to fund all or part

of the corresponding borrower loan.

The minimum required loan is $100, but lender members may loan

as much as the entire loan amount. When 100% of the loan is funded, the

loan is originated by InvestP2P.com, and the corresponding series of

Notes is sold to the lender members. Borrower members may also choose

to have their loans originated in whole or in part by InvestP2P.com when

lender members do not commit to fund 100 percent of the amount

requested, if at least 35 percent of the total loan amount requested has

been committed by the end of the funding period. We refer to this option

as the "partial funding feature" (also referred to as a borrower member's

"revised request").

Upon origination of the loan, the funds are allocated to a trust

account for the benefit of the borrower. The borrower must submit and

request approval of the lending members for the use of the funds. Spend

requests may be posted by the 1st and 14th only and committed lenders get

a digest email on the 7th and 22rd with all spend requests for that period.

Then lenders have to the 14th and 28th respectively to place their votes.

The Borrower Member may use the forum to discuss the merits of

the requisitions, including, but not limited to, the vendors that will receive

the funds. The Borrower Member can use this forum to promote his

vendors and may encourage the vendors to use the forum to describe their

services.

Recurring payments may be requested and voted on once. An

example may be location rent of $800 on the 1st for the next 4 months

beginning x date and all payments approved in one spend request vote.

Currently all recurring payments must be voted on again after it is in

effect for six months.

In the event that InvestP2P.com partners or enters into an

origination agreement with a national or state chartered lending institution

in the future, the borrower loans will then be originated by said institution,

said institution being posted on our site. In this case, the originated loans

will be sold and assigned to InvestP2P.com, without recourse to the

lending institution, at a price equal to the principal amount of the

borrower loan. After origination, InvestP2P.com will service the borrower

loans and collect monthly payments from the borrower and, if applicable,

the co-borrower members throughout the life of the loans. See "About the

Lending Platform" for more information.

The Borrower Member Payment Dependent Notes

InvestP2P.com's lender members will be eligible to buy Borrower

Member Payment Dependent Notes issued by InvestP2P.com. By making

an offer on a borrower member loan request posted on the InvestP2P.com

platform, a lender member is committing to purchase a Note equal in

principal amount to the dollar value of that offer at the stated interest rate

and term, if the loan is funded and subsequently originated by

InvestP2P.com, or by an alternate institution to be selected in the future.

The proceeds of the Notes will be designated by the lender members to

fund corresponding borrower loans and subsequently allocated to a trust

account for the benefit of the borrower.

The Notes are unsecured, and are special, limited obligations of

InvestP2P.com only, rather than obligations of any borrower or co-

borrower member. Holders of the Notes do not have a security interest in

the corresponding borrower loans or in the proceeds of those loans, even

though payment on a Note depends entirely on payments that

InvestP2P.com receives on the corresponding borrower loan. If

InvestP2P.com were to become subject to a bankruptcy or similar

proceeding, the holder of a Note will have a general unsecured claim

against InvestP2P.com that may or may not be limited in recovery to the

payments a borrower or co-borrower member makes on the corresponding

borrower loan. See Risk Factors If we were to become subject to a

bankruptcy or similar proceeding for more information.

Depending on the term of a particular Note's corresponding

borrower loan, the Notes will have initial maturities of 12, 24, 36, 48, or

60 months, plus 4 business days to allow for all Automated Clearing

House (ACH) transactions to conclude. Maturities can be extended for up

to one year, as described in this prospectus. The Notes will bear interest

from the date of issuance, be fully amortizing and be payable monthly,

with a possible deference of up to two years from origination. We may

include an interest only option with a balloon payment at maturity.

InvestP2P.com will pay principal and interest on each Note in a series in

an amount equal to each such Note's pro rata share of the principal and

interest payments, if any, that InvestP2P.com receives on the

corresponding borrower loan for that series, net of a 1.0% servicing fee.

InvestP2P.com will also pay to lender members late payment fees, when

charged and received on delinquent loans, on a pro rata basis, subject to a

1.0% servicing fee assessed against the value of the late payment.

However, InvestP2P.com will not pay to lender members any failed

payment fees, collection fees we or a third-party collection agency charge

and any payments due to InvestP2P.com with respect to the portion of a

corresponding borrower loan, if any, that InvestP2P.com has funded in its

capacity as a lender member on the platform.

The Borrower Loans

All borrower loans originated by InvestP2P.com are unsecured

obligations of InvestP2P.com's borrower and, if applicable, co-borrower

members. The borrower loans have a fixed interest rate that is set by

InvestP2P.com and/or the lender members and/or borrower members, and

a maturity of 12, 24, 36, 48 or 60 months. Unless a borrower member

purchases our MVP Verification service, or if a loan request has been

selected for random or targeted verification by InvestP2P.com, borrower

loans are made without obtaining any documentation of a borrower or co-

borrower member's ability to afford the loan. However, even in instances

where borrower or co-borrower income, employment or other information

is verified by InvestP2P.com, there are no guarantees that a borrower loan

will be fully repaid. All borrower members are encouraged to purchase

their own loan as to demonstrate commitment to the other lender

members. Those funds would join the loan and are subject to the

requisition voting requirements.

Each borrower loan is originated by InvestP2P.com through the

Company's Internet-based platform, and is funded by the proceeds that

InvestP2P.com receives from the sale of Notes to lender members.

In the event that InvestP2P.com partners with a an alternate

lending institution in the future, the borrower loans will then be originated

by the national lending institution. In this case, the originated loans will be

sold and assigned to InvestP2P.com, without recourse to the lending

institution, at a price equal to the principal amount of the borrower loans.

The lending institution will have no obligation to purchasers of the Notes.

See "About the Lending Platform" for more information. Is this paragraph

repeated?

In most cases, it is anticipated that the borrower will be a start-up

or early phase business entity and therefore is considered very speculative.

Co-borrower Loans and MVP Verification

A co-borrower member on the InvestP2P.com platform is a co-

signer, or guarantor, who is individually and jointly liable for repayment

of a borrower loan, alongside the primary borrower. The co-borrower

feature is optional for borrower members. If the primary borrower is

unable to make a payment by the 19th day after the monthly due date of

such payment, the co-borrower member will be required to make the

payment on the 26th late day, plus any late fees that have been assessed.

Having a co-borrower on a loan, however, is no guarantee that a loan will

be repaid. There remains a substantial risk that co-borrower loans will

become delinquent and go into default. See "About the Lending Platform

Co-borrower Members" and "Risk Factors Risks Related to the Notes

and the Corresponding Borrower Loans" for more information.

On the InvestP2P.com platform, primary borrower members can

also purchase a service called MVP Verification, in which borrower and, if

applicable, co-borrower members provide InvestP2P.com with certain

documentation so that we can verify employment, financial and other

information. These documents can include all or some of the following, at

the borrower or co-borrower member's choosing: a notarized statement

affirming their legal commitment to repay the loan; photo identification

such as a driver's license or passport; recent employment pay-stubs; an

authorization form that permits us to confirm income tax return data with

the IRS; a utility bill to match names with addresses; and recent monthly

bank statements.

When MVP Verification loans are posted on the platform, lender

members can see which information has been verified for borrower and

co-borrower members before making an offer on borrower loan requests.

However, even in instances where borrower or co-borrower income,

employment or other information is verified by InvestP2P.com, there are

no guarantees that a borrower loan will be fully repaid.

About United Power and Media, Inc.

United Power and Media, Inc. was incorporated in Delaware on

September 11, 2009. Our headquarter is located at 510 Market Loop, Suite

102, W. Dundee, IL 60118, and our telephone number is (847) 586-3880.

Our website address is www.InvestP2P.com. We own and operate

InvestP2P.com and our lender platform and data is hosted at

InvestP2P.appspot.com, using Google's service. Our host can change to

another third-party at any time. Information contained on our website is

not incorporated by reference into this prospectus.

THE OFFERING

Issuer: InvestP2P.com

Notes offered: Borrower Member Payment Dependent Notes, issued in

series, with each series of Notes related to one corresponding borrower

loan.

Offering price: 100 percent of principal amount of each Note.

Initial maturity date: Depending on the maturity of a Note's corresponding

borrower loan, maturities are 12, 24, 36, 48, or 60 months, plus 4 business

days, following issuance. All of the Notes in a series will have the same

maturity as the corresponding borrower loan for that series, plus 4

business days.

Final maturity date: One year after the initial maturity date.

Extension of maturity: Each Note will mature on the initial maturity date,

unless any principal or interest payments in respect of the corresponding

borrower loan remain due and payable to InvestP2P.com upon the initial

maturity date. In such cases, the maturity of the Notes will be

automatically extended to the final maturity date. If there are any amounts

under the corresponding borrower loan still due and owing to

InvestP2P.com after the final maturity date, we will have no further

obligation to make payments on the Notes in the series even if we receive

payments on the corresponding borrower loan after the final maturity date.

Interest rate: Each series of Notes will have a stated, fixed interest rate,

which is the same as the interest rate on the corresponding borrower loan

for the series.

Setting the interest rate: Interest rates on all of the Notes in a series

will be the same, but rates on Notes in different series can vary.

Interest rates are determined by InvestP2P.com and/or the lender members

and/or borrower members. Borrower members indicate the maximum interest rate

they are willing to pay on a loan, and lender members offer the maximum dollar

amount they are willing to commit to the Notes corresponding to that

loan. The interest rate for all of the Notes in a series, and therefore the rate

on the corresponding borrower loan for that series, will be determined at

the beginning of the loan request for the corresponding borrower loan.

Offering periods are selected by borrower members, and can range from 1

to 28 days. A lender member's "declaration" on a loan is considered a

commitment to purchase a Note that will have a principal amount equal to

the dollar value of the declaration, at the interest rate indicated by the loan

request. If a funding period expires and the loan has received purchase

commitments in an aggregate amount equal to at least 35 percent of the

dollar value requested, but below 100 percent of that value, the borrower

may elect to accept or decline the partially funded loan. If the borrower

accepts the partially funded loan, the loan will be originated by

InvestP2P.com, or by a alternate institution to be selected in the future. If

an offering period expires and the loan has received purchase

commitments in an aggregate amount equal to 100 percent of the dollar

value requested, the loan is automatically originated by InvestP2P.com, or

by an alternate institution to be selected in the future, and allocated to the

trust account for benefit of the borrower, to which spend requests will be

made, at the interest rate declared to all lender members.

Payment on Notes: InvestP2P.com will pay principal and interest on any

Note purchased by a lender member in an amount equal to the lender

member's pro rata share of the principal and interest payments, if any, that

the Company receives on the corresponding borrower loan, net of a 1.0%

servicing fee. InvestP2P.com will also pay to lender members late

payment fees, when charged and received on delinquent loans, on a pro

rata basis, subject to a 1.0% servicing fee assessed against the value of the

late payment. However, InvestP2P.com will not pay to lender members

any failed payment fees, collection fees we or a third-party collection

agency charge and any payments due to InvestP2P.com with respect to the

portion of the corresponding borrower loan, if any, that InvestP2P.com has

funded in its capacity as a lender member on the platform. We will make

any payments on Notes within four business days after receiving payment

from borrower or co-borrower members on the corresponding borrower

loan. The Notes are not subject to any credit enhancement. See "About the

Lending Platform" for more information. In the event a borrower decides

to use a deferment scenario, the borrower must pay the servicing fee due

United Power and Media, Inc.

Corresponding borrower loans: Lender members who make a

"declaration" on loan request postings are committing to purchase Notes

in a series, thereby designating InvestP2P.com to apply the proceeds from

the sale of the Notes of that series to the funding of the corresponding

borrower loan for that series. The corresponding borrower loans are

originated by InvestP2P.com through the Company's Internet-based

platform, and are issued to a trust account for the benefit of the business

consumers who are InvestP2P.com borrower members, to be voted on by

the lenders per the borrowers' specific spending requests.

Each borrower loan originated through the InvestP2P.com platform is a

fully amortizing loan made by InvestP2P.com to a borrower member, with

a term of 12, 24, 36, 48, or 60 months. In the event that InvestP2P.com

partners with a alternate lending institution in the future, the borrower

loans will then be originated by that lending institution. In this case, after

the loans are originated by the lending institution, they will be sold and

assigned to InvestP2P.com, without recourse to the lending institution, at a

price equal to the principal amount of the borrower loan. Borrower loans

have an interest rate determined by InvestP2P.com, the borrower, the

lenders, or any combination thereof. Rates can range from 0.0% to 36.0%.

Borrower loans are repayable in monthly installments and are unsecured

and unsubordinated. Borrower loans can be repaid by borrower or co-

borrower members before the initial maturity date without a prepayment

penalty. If a borrower or co-borrower member partially prepays a loan, the

amortization schedule for that loan will be automatically recalculated for

the remainder of the loan's term, and the borrower member's monthly

installment is thereafter reduced accordingly. Unless a borrower member

purchases our MVP Verification service, or if a loan request has been

selected for random or targeted verification by InvestP2P.com, borrower

loans are made without obtaining any documentation of a borrower or co-

borrower member's ability to afford the loan. However, even in instances

where borrower or co-borrower income, employment or other information

is verified by InvestP2P.com, there are no guarantees that a borrower loan

will be fully repaid. See "About the Lending Platform" for more

information.

Ranking: The Notes will not be contractually senior or contractually

subordinated to any other indebtedness of InvestP2P.com. The Notes will

be unsecured special, limited obligations of InvestP2P.com. Holders of

Notes do not have a security interest in the corresponding borrower loan,

or in the proceeds of that loan. The Notes will rank effectively junior to

the rights of the holders of InvestP2P.com's existing or future secured

indebtedness with regard to the assets securing such indebtedness.

In the event of a bankruptcy or similar proceeding of InvestP2P.com, the

relative rights of the holder of a Note as compared to the holders of other

unsecured indebtedness of InvestP2P.com are uncertain. If InvestP2P.com

were to become subject to a bankruptcy or similar proceeding, the holder

of a Note will have a general unsecured claim against InvestP2P.com that

may or may not be limited in recovery to the payments a borrower

member makes on the corresponding borrower loan. See Risk Factors

If we were to become subject to a bankruptcy or similar proceeding for

more information. The Notes do not restrict InvestP2P.com's incurrence of

other indebtedness or the grant or imposition of liens or security interests

on the assets of InvestP2P.com, including on the borrower loans

corresponding to the Notes.

Servicing fees and other charges: InvestP2P.com will deduct a servicing

fee equal to a 1.0% annualized rate based on the outstanding principal

balance of a loan before payments on Notes corresponding to the loan are

disbursed to the lender members holding those Notes. This servicing fee

will lower the effective yield on the Notes below their stated interest rate.

We will also charge a servicing fee on any late payment fees that we

receive on the borrower loans before crediting lender member accounts.

This servicing fee will be equal to 1.0% of the lender member's pro rate

share of any late payment fees that are received. In the event that

collection action must be taken on a delinquent loan, the Company or its

designated third-party collection agency will charge a collection fee

between 20.0% and 35.0% on any amounts that are obtained. These fees

will thereby reduce the amounts of any payments lender members receive

on their Notes. We may adjust the amounts of these servicing fees from

time to time. See "About the Lending Platform Servicing Fees Charged

to Lender Members and Impact on Annual Returns" for more information.

Use of proceeds: We will use the proceeds from the sale of each series of

Notes to facilitate the funding of the corresponding borrower loan as

requested by the borrower and committed to by the lending members for

that series. These funds will then be allocated to a trust account for

benefit of the borrower to be voted on by the lenders per the borrowers'

specific spend requests. See "About the Lending Platform" for more

information.

Electronic form and transferability: The Notes will be issued in electronic

form only and will not be listed on any securities exchange. The Notes

will not be transferable except through our Internet-based Note trading

platform, which will be operated by a registered broker-dealer to be

selected in the future. However, there are no guarantees that a broker-

dealer relationship will be established for the purpose of operating the

Note trading platform, or that a market for Notes will develop if such a

trading platform is created. Therefore, lender members must be prepared

to hold their Notes to maturity. See "About the Lending Platform" for

more information.

U.S. federal income tax treatment: While the matter is not free from

doubt, InvestP2P.com intends to treat the Notes as debt securities of

InvestP2P.com that have original issue discount, or OID, for U.S. federal

income tax purposes. Therefore, holders of Notes will be required to

include the OID in income as ordinary interest income for U.S. federal

income tax purposes as it accrues (which may be in advance of interest

payments being made on the Notes), regardless of the holder's regular tax

accounting method. Prospective purchasers of Notes should consult their

own tax advisors regarding the U.S. federal, state, local and non-U.S. tax

consequences of the purchase, ownership, and sale of the Notes, including

any potential differing treatments of such Notes. See "Material U.S.

Federal Income Tax Considerations" for more information.

Financial suitability requirements: Lender members should be aware that

we may apply financial suitability standards and/or maximum investment

limits to residents of certain states, or to all lender members, at some point

in the future. If such standards are established, each lender member will

be required to represent and warrant that he or she meets the minimum

financial suitability standards and has not exceeded the maximum

investment limits. See "About the Lending Platform Financial

Suitability Requirements" for more information.

The following diagram illustrates the basic framework for the sale of a

single series of Notes through the InvestP2P.com platform. The sections of

the diagram drawn with dashed lines indicate the framework for the sale

of a single series of Notes in the event that InvestP2P.com establishes a

relationship with a national lending institution in the future. The diagram

does not account for many details of the platform, including the effect of

prepayments, late payments, late fees or collection fees. See "About the

Lending Platform" for more information about the transactions that occur

when a sale of Notes takes place.

QUESTIONS AND ANSWERS

Q: What is InvestP2P.com?

A: InvestP2P.com operates an Internet-based, peer-to-peer lending

platform where business borrower members can take out loans that are

funded by proceeds from the sale of Borrower Member Payment

Dependent Notes to individual or corporate lender members. Lender

members commit to the purchase of these Notes when they make their

"declaration" on borrower loan requests on the InvestP2P.com lending

platform. While we use the terms "lender" members and "peer-to-peer" in

this prospectus and on our website for the sake of simplicity, all borrower

loans will be funded and originated by InvestP2P.com, or by a national

lending institution to be selected in the future. When a borrower loan is

originated, a series of Notes that is dependent for payment on payments

that InvestP2P.com receives on that loan is sold to the lender members

who declared offers on the loan. After borrower loans are originated,

InvestP2P.com collects monthly payments from the borrower and, if

applicable, the co-borrower members and makes corresponding payments

on the Notes to lender members.

Q: What is the lending platform?

A: The InvestP2P.com lending platform is an Internet-based forum where

individuals and/or companies can post requests for unsecured commercial

loans, and where other qualified individuals or corporations can evaluate

those loan requests and purchase Notes from InvestP2P.com whose value

will depend on payments we receive on borrower loans corresponding to

those Notes. On the platform, borrower members indicate the desired

principal amount for their loan, their desired term or maturity, the interest

rate they are willing to pay, what percent of lenders must vote in the

affirmative to allow distribution for business uses, the max spend request

they can make, the amount they invest themselves. Currently all loans

have a 36% fixed rate which may be changed in the future. Lender

members then place commitments in varying amounts on the loan. The

interest rate is fixed at the beginning of the process, which takes place

throughout the 1 to 28 day offering period for a loan. All loans originated

by InvestP2P.com, or by a alternate lending institution to be selected in the

future, will bear a fixed interest rate and fixed maturity schedule.

Once the loan is funded by the lender members, the proceeds are allocated

to a trust account for the benefit of the borrower. The borrower then must

submit "Spend Requests" to the lender members describing the use of the

funds. The lender members will vote whether they are believe the fund

usage has merit and therefore an acceptable request for funds. If the

"Spend Request" is accepted, InvestP2P.com will direct the funds directly

to the end user. If the vote fails to receive the previously stated number of

affirmative votes, the borrower will have to resubmit the request with

possible further explanation or make a different request.

As part of the member registration process that takes place on the

platform, InvestP2P.com verifies the identities of all individual lender,

borrower and co-borrower members. We may obtain credit scores and

credit histories for all borrower and co-borrower members through a

relationship with Experian, or another identity reporting company. We

may then assign an InvestP2P.com credit grade based on this information

to the borrower and co-borrower members. Borrower and co-borrower

credit information provided by Experian, or another credit reporting

company may be displayed in loan request postings, in addition to other

financial and employment information, as well as business or personal

references that are self-reported by the members. Lender members can

evaluate the loans posted on the platform by examining this information,

before deciding whether or not to place an offer on a loan.

The platform also enables InvestP2P.com to service the borrower loans on

an ongoing basis.

Q: What are the Borrower Member Payment Dependent Notes?

A: InvestP2P.com's lender members may purchase Borrower Member

Payment Dependent Notes issued by InvestP2P.com, Inc., which are

referred to in this prospectus as the "Notes." The Notes will be issued in

series, with each series of Notes related to one borrower loan, which we

refer to as the "corresponding borrower loan" for that series. The proceeds

of the Notes will be designated by the lender members to fund

corresponding borrower loans trust accounts that will be originated

through the platform. The Notes are special, limited obligations of

InvestP2P.com only and not of the borrower or co-borrower members of

InvestP2P.com. The Notes will be unsecured and do not represent a

security interest in the corresponding borrower loans.

Depending on the term of a particular Note's corresponding borrower

loan, the Notes may have initial maturities of 12, 24, 36, 48, or 60 months,

plus 4 business days to allow for all ACH transactions to conclude.

Maturities can be extended for up to one year, as described in this

prospectus. The Notes will bear interest from the date of issuance, be fully

amortizing and be payable monthly. In some instances, the borrower may

defer principal and interest payments for a period not to exceed two years

from origination or may pay interest only with a balloon payment at

maturity. These terms will be disclosed during the offering period of the

Notes.

Interest rates are determined by InvestP2P.com and/or the lender members

InvestP2P.com's Internet-based platform, as described in "About the

Lending Platform." All of the Notes in a series will have the same interest

rate as, and a maturity that is 4 days longer than, the corresponding

borrower loan for that series. InvestP2P.com will pay principal and

interest on any Note purchased by a lender member in an amount equal to

the lender member's pro rata share of the principal and interest payments,

if any, that the Company receives on the corresponding borrower loan, net

of a 1.0% servicing fee. The servicing fee will reduce the effective yield

on the Notes below their stated interest rate. InvestP2P.com will also pay

to lender members late payment fees, when charged and received on

delinquent loans, on a pro rata basis, subject to a 1.0% servicing fee

assessed against the value of the late payment. However, InvestP2P.com

will not pay to lender members any failed payment fees, collection fees

we or a third-party collection agency charge and any payments due to

InvestP2P.com with respect to the portion of the corresponding borrower

loan, if any, that InvestP2P.com has funded in its capacity as a lender

member on the platform.

Q: What are borrower loans and corresponding borrower loans?

A: We refer in general to the loans that are originated through

InvestP2P.com's Internet-based platform as "borrower loans," and we

refer to a particular loan that is funded by proceeds from the purchase of

one or more Notes in a series as the "corresponding borrower loan" for

that Note or that series. The borrower loans are unsecured obligations of

the business borrower, in certain cases, co-borrower, and/or individual

members with terms of 12, 24, 36, 48, or 60 months, and a fixed interest

rate determined by InvestP2P.com and/or the lender members as described

in "About the Lending Platform." In the event that InvestP2P.com

establishes a relationship with a alternate lending institution in the future,

the borrower loans will be originated by the said institution. In this case,

the originated loans will then be sold and assigned to InvestP2P.com,

without recourse to the lending institution, at a price equal to the principal

amount of the borrower loan.

Unless a borrower member purchases our MVP Verification service, or if

a loan request has been selected for random or targeted verification by

InvestP2P.com, borrower loans are made without obtaining any

documentation of a borrower, co-borrower, or business member's ability

to afford the loan. However, even in instances where borrower or co-

borrower income, employment or other information is verified by

InvestP2P.com, there are no guarantees that a borrower loan will be fully

repaid.

A borrower loan will be issued to a borrow member if, at the end of the

offering period, the full amount of their loan request has been committed

by lender members, or if at least 35 percent of the amount has been

committed and the borrow member chooses to accept partial funding of

the loan. These loans will be dispersed as the lender group votes on

requested distributions. Each loan will detail the percentage of

affirmative votes necessary for distribution.

Q: Who services the loans issued by InvestP2P.com, and what

happens if the Company goes out of business?

A: InvestP2P.com services all loans originated through the platform. In the

event that the business operations of InvestP2P.com become impaired, the

Company's ability to collect repayments from borrower members may by

adversely impacted. We currently do not have any arrangements in place

for backup servicing of our borrower loans in the event that we fail to

maintain operation of the InvestP2P.com platform, although we are

pursuing negotiations with potential third-party backup loan servicers. If

no third party can be found to continue servicing outstanding loans if we

go out of business or if the InvestP2P.com platform becomes disabled,

borrower and co-borrower members will still be obligated to make

payments on their loans, but a lender member's ability to collect payments

on the Notes related to those loans may be significantly impaired. See

"Risk Factors Risks Related to InvestP2P.com and the Lending

Platform" for more information.

Q: How are the Notes being offered?

A: The Notes are being offered directly to lender members only through

the InvestP2P.com website for a purchase price of 100 percent of their

principal amount. There will be no underwriters or underwriting discounts

involved in the sale of the Notes.

Q: Will Note purchasers receive a certificate for their Notes?

A: No. The Notes will be issued in electronic form only, which means that

each Note will be stored on the InvestP2P.com website. Holders of Notes

can view their Notes online and print copies for their records by visiting a

secure, password-protected web page in their "My InvestP2P.com" section

on our website.

Q: How does the borrower receive the loan proceeds?

A: The loan proceeds will be allocated to a trust account for the benefit of

the borrower to which "spend requests" will be made and voted on by the

lender members. The borrower will detail the reason for the requisition

through a "Spend Request." The borrower will include all necessary

details, such as landlord, vendor information, or final destination in the

spend request. The borrower will use this request to explain the need for

the funds. The lender group will have up to two weeks to do discuss and

vote on the website as to the merits of the fund usage. Lenders members

do not have to vote. The required percentage of affirmative votes will be

declared at the time of loan request. If the vote reaches the required

percentage of affirmative votes, the money will be distributed as

requested.

Q: What happens if the vote fails to reach the required percentage of

affirmative votes?

A: The spend request will be denied. The borrower can reapply for the

requisition, possibly addressing the concerns of the lender group until

such a time as the affirmative vote is reached.

Q: Will the Notes be listed on any securities exchange?

A: No. The Notes will not be listed on any securities exchange.

Q: Will Note holders be able to sell their Notes?

A: The Notes will not be transferable except through our Internet-based

Note trading platform, which will be operated by a registered broker-

dealer to be selected in the future. However, there are no guarantees that a

broker-dealer relationship will be established for the purposes of operating

the trading platform, or that a market for Notes will develop if such a

platform is created. Therefore, lender members must be prepared to hold

their Notes to maturity. See "About the Lending Platform" for more

information.

Q: Are the Notes secured by any collateral?

A: No. The Notes are not secured by any collateral. In particular, the

corresponding borrower loans are not collateral for the Notes. The Notes

are not guaranteed or insured by any governmental agency or

instrumentality or any third party. The Notes are not subject to any credit

enhancement. At a later date, InvestP2P.com may offer collateralized

loans.

Q: Are there any risks associated with an investment in the Notes?

A: Yes. The Notes are highly speculative and involve a high degree of

risk. Investing in the Notes should be considered only by persons who can

afford the loss of their entire investment. See "Risk Factors" and "About

the Lending Platform Financial Suitability Requirements" for more

information.

Q: How are the Notes treated for United States federal income tax

purposes?

A: While the matter is not free from doubt, InvestP2P.com intends to treat

the Notes as debt securities of InvestP2P.com that have original issue

discount, or OID, for U.S. federal income tax purposes. Therefore, holders

of Notes will be required to include the OID in income as ordinary interest

income for U.S. federal income tax purposes as it accrues (which may be

in advance of interest payments being made on the Notes), regardless of

the holder's regular tax accounting method. Prospective purchasers of

Notes should consult their own tax advisors regarding the U.S. federal,

state, local and non-U.S. tax consequences of the purchase, ownership,

and sale of the Notes, including any potential differing treatments of such

Notes. See "Material U.S. Federal Income Tax Considerations" for more

information.

Q: Who are the lender members on InvestP2P.com?

A: In this prospectus, we refer to individuals that have an opportunity to

purchase our Notes as "lender members." All lender members must

registration, all lender members must agree to a authorization statement

for identification purposes, a tax withholding statement and the terms and

conditions of the InvestP2P.com website, and must enter into a Lender

Member Registration and Note Purchase Agreement with InvestP2P.com,

which will govern all purchases of Notes a lender member makes.

Currently, any United States resident who is 18 years of age with a social

security number and bank account can become a lender member on

InvestP2P.com, provided they pass our identity verification and fraud

solutions processes. Also, any institution with a taxpayer identification

number can be a lender member on InvestP2P.com. In addition, financial

suitability or other requirements for lender members may be implemented

in the future.

Q: Does InvestP2P.com participate on the platform as a lender

member?

A: Yes. From time to time, InvestP2P.com, Inc. may act as a lender

member on the platform to provide additional funding for the borrower

loans. After the funding period for a loan request expires, InvestP2P.com

may, at its discretion, fund part or all of the difference between the

funding commitments made by lender members and the total value of the

loan request. As a result, InvestP2P.com's participation on the lending

platform will not impact the lender member funding process on the Notes

or the corresponding borrower loans.

Moreover, InvestP2P.com directors, management or other personnel may

in the future, participate on the platform as lender members. We have

strict policies and procedures in place to ensure that participation on the

platform by InvestP2P.com, or by any of its personnel in their private

capacities, does not lead to any manipulative or otherwise unfair offering

practices that could put our lender members at a competitive disadvantage

during the declaration process for borrower loans.

Q: What is a declaration?

A: If lender members want to commit to the purchase of a Note, the

proceeds of which will fund part of a corresponding borrower loan, they

submit a "declaration" for the loan during the offering period for that loan.

The minimum required commitment value is $100, and can be for as

much as the entire amount of the loan request. While lender members are

declaring on loan request postings, they are not declaring to purchase

loans directly. Instead, they will be purchasing Notes dependent for

payment on payments that InvestP2P.com receives on the corresponding

borrower loans.

Lender members on a borrower loan that is originated will be sold a Note

equal in principal amount to the dollar value of their bid, and with an

interest rate equal to or greater than that indicated in the bid. Because we

charge a 1.0% annual servicing fee, and, as described in this prospectus,

certain other fees from time to time to our lender members, the return on

the Notes will be less than the return on the corresponding borrower loans.

Lender members may declare on more than one borrower loan at the same

time, but in order to make a declaration, lender members must have funds

in their InvestP2P.com account equal to or greater than the value of any

new bid that will be made, plus all outstanding bids. Once a commitment

is made it is irrevocable. See "About the Lending Platform" for more

information.

Q: How do lender members purchase Notes?

A: InvestP2P.com members can become registered lender members by

successfully completing our identity verification and fraud solutions

processes. Once users have successfully registered as lender members,

they will need to deposit money into their online InvestP2P.com account.

When their account has funds available, they can review different

borrower profiles and loan requests and commit on loan postings they find

attractive. Once the offering period for a loan expires, the dollar value of

the "declaration" will automatically be debited from the lender member's

account to pay for the Note that is purchased from InvestP2P.com.

Q: Do lender members loan funds directly to borrower members?

A: No. Lender members are not directly lending money to borrower

members on the InvestP2P.com platform. While we use the terms "lender"

members and "peer-to-peer" in this prospectus, and on our website, for the

sake of simplicity, all borrower loans will be originated by InvestP2P.com,

or by a alternate lending institution to be selected in the future. The

proceeds received from the sale of the Notes will be used to fund the

corresponding borrower loans for those Notes. Even though lender

members do not directly lend money to borrower members, they will

nevertheless be wholly dependent on payments from those borrowers for

payment on the Notes they purchase from InvestP2P.com. If a borrower or

co-borrower defaults on a borrower loan, InvestP2P.com will have no

obligation to make any payments on the Notes corresponding to that loan.

Q: How much money can lender members bid on the lending

platform?

A: Lender members can bid as little as $100, or as much as the maximum

loan limit of $50,000 on any particular loan request, unless involved in the

Family and Friend loan option. Family and Friend loans do not have

limitations and may avoid the "Spend Request" requirements if that is

previously agreed upon. Individual lender members may not have more

than $1,000,000 in committed bids plus the amount outstanding on their

previously purchased Notes. A corporate lender member may not have

more than $1,000,000 in committed bids plus the amount outstanding on

its previously purchased Notes.

Q: What types of lender fees are associated with the Notes?

A: Lender members are charged an annual servicing fee of 1.0% of the

outstanding principal balance on the corresponding borrower loan for each

Note they hold. The fee accrues daily the same way in which borrower

member interest payments are calculated, and is deducted from each

monthly borrower member payment before lender members receive their

pro rata share of the payment amount. The servicing fee will lower the

effective yield on the Notes below their stated interest rate, and reduces

both the principal and interest payments on Notes. InvestP2P.com will

also pay to lender members late payment fees, when charged and received

on delinquent loans, on a pro rata basis, subject to a 1.0% servicing fee

assessed against the value of the late payment. In the event that collection

action must be taken on a delinquent loan, the Company or its designated

third-party collection agency will also charge a collection fee between

20.0% and 35.0% on any amounts that are obtained. These fees will

thereby reduce the amounts of any payments lender members receive on

their Notes. We may adjust the amount of these servicing fees from time

to time.

Q: What are InvestP2P.com credit grades?

A: InvestP2P.com may assign a credit grade to each borrower and co-

borrower member on the platform as an indication of the level of credit

risk that they pose. The credit grade is based on a credit score assigned to

the borrower and co-borrower members by Experian, or another credit

reporting company. In general, the higher the credit score, the better the

credit history, which means that the borrower or co-borrower member

probably has a relatively lower level of outstanding debt and has typically

paid back previous loans on time. Lower credit scores generally indicate

relatively larger amounts of outstanding debt and a history of delinquency

and default on previous or currently outstanding loans.

We may establish borrower and co-borrower member credit grades by

converting their numerical VantageScore credit score from Experian into

one of the InvestP2P.com credit grade categories defined below:

Experian VantageScore Range InvestP2P.com Credit Grade

Assigned

784-990 A+

728-783 A

701-727 B+

692-700 B

668-691 C+

660-667 C

633-659 D+

624-632 D

604-623 D-

569-603 E

501-568 F

No Score NC

Borrower member and, if applicable, co-borrower member credit grades

and the related VantageScore numerical ranges may be displayed in loan

request postings and may be available for viewing by lender members.

However, the exact numerical VantageScores for borrower and co-

borrower members are not displayed or disclosed to anyone on the

platform.

We may also use a proprietary rating based on loans that were originated

on InvestP2P.com and successfully repaid in a timely fashion or being

repaid in a timely fashion.

Q: How does InvestP2P.com access the credit histories of its borrower

and co-borrower members, and what does it do with the information?

A: InvestP2P.com has established a relationship with Experian, a credit

reporting company, to access information about the credit scores and

credit histories of its borrower and co-borrower members. At any time, we

may change credit reporting agencies. InvestP2P.com may conduct what is

commonly referred to as a "soft" inquiry to obtain data for a loan request

posting. While this data is the exact data from a borrower or co-

borrower's credit report, the soft inquiry is not reported or recorded on

their credit report, and therefore does not have any impact on their credit

score. However, once a loan is approved and originated, InvestP2P.com

may, but is not required, conduct a "hard" inquiry, which will be reported

and recorded on borrower and co-borrower member credit reports. If

borrower members do not have a credit report due to a lack of credit

history or otherwise, they will be assigned a credit grade of "NC," which

stands for "No Credit."

InvestP2P.com may use borrower and co-borrower credit reports for

identity verification, to obtain their VantageScore credit score and to

assign to them an InvestP2P.com credit grade based on that score, to

determine their current amount of non-mortgage debt so as to determine

their debt-to-income ratio and to display as part of their loan request

postings certain other information from their credit profiles, including, but

not limited to, the number, age, type and status of their currently reported

credit lines, public records (such as bankruptcies and judgments) and

mortgage loans, and the number of their recent requests for credit.

Information from credit reports may be displayed on the InvestP2P.com

website with borrower member loan requests and may be available for

registered lender members to review.

Q: Who are the borrower members on InvestP2P.com and what are

the minimum credit criteria for borrowers?

A: In order to borrow money on the InvestP2P.com platform, a borrower

member must be at least 18 years of age, a resident of the United States,

have a valid social security number. Also, a borrower may be a business

and must have and employer identification number. Borrower members

must also be residents of states in which InvestP2P.com is currently

licensed to issue loans or where the Company is exempt from any

licensing requirements, unless we establish a relationship with a national

lending institution, which would allow us to issue loans on a uniform

basis across the United States. Borrowers must also have a valid e-mail

address and a bank account at a financial institution with a valid routing

transit number. Otherwise, there are no minimum income, net worth, or

employment requirements for borrowers, nor any other standards

regarding credit history. InvestP2P.com reserves the right to restrict access

to the InvestP2P.com platform by setting such guidelines in the future.

There is currently no minimum credit criteria for the borrower or co-

borrower. This may be subject to change.

Q: How do borrower members take out loans on the InvestP2P.com

platform?

A: InvestP2P.com members can become registered borrower members by

successfully completing InvestP2P.com's identity verification, fraud

solutions and, in some cases, credit scoring processes. Once members

have successfully registered as borrowers, they can then create a loan

request and post it on the InvestP2P.com website. Once a loan request is

posted, lender members can review borrower profiles and make

declarations on loans. If a loan receives declarations totaling 100 percent

of the amount requested by the end of the offering period, it will be

originated by InvestP2P.com (or by a alternate lending institution to be

selected in the future) after internal review. If a loan receives bids totaling

less than 100 percent but greater than 35 percent of the amount requested

by the end of the offering period, borrower members may accept the lesser

amount, or cancel their request and try again.

Q: What types of loans are available on InvestP2P.com?

A: All loans are unsecured, fully-amortizing, fixed-rate loans with

maturities of 12, 24, 36, 48 or 60 months. Loans are payable monthly, and

can be prepaid in part or in full without penalty. In some cases, principal

and interest or interest payments may be deferred up to two years from the

origination date. The deference will be declared at the time of loan

request.

Q: What is a loan request posting?

A: A loan request posting is a description of the nature and terms of a loan

that has opened for declaration on the InvestP2P.com platform. A posting

may include both self-reported information from the registered borrower

member requesting the loan, credit information about the borrower and

possibly other information about the borrower's financial situation. A

posting states the principal amount of the loan request, the term and the

interest rate the borrower will pay, currently 36%, which may change for

future offerings. A posting will also indicate if there is a co-borrower on

the loan and, if so, the co-borrower's credit and financial information may

also be displayed. Also, the posting will declare what percentage of

positive votes are necessary for requisition requests. Postings will also

indicate if a borrower member has opted for MVP Verification and, if so,

which information was verified by InvestP2P.com on behalf of the

borrower and, if applicable, the co-borrower member.

There will also be an explanation written by the borrower of what the

proceeds of the loan will possibly be used for. Specific uses will be voted

on by the lender members at a later time on the website forum and "Spend

Request" responses. General information about all postings, requisitions

and related voting statuses, and borrower's business status reports is

available to the community on the InvestP2P.com website, but more

specific information such as a specific borrower's credit score and selected

financial information is only available for viewing by registered lender

members.

Q: How do borrower members select an interest rate for their loan

request posting?

A: Currently, rates are fixed at 36% interest per year. Considering the

potential risks of these unsecured loans, we expect this fixed rate to stay

high, but as new criteria are added to the borrower's profile, we may

decide to lower the offered rate. In addition, we may eventually allow

higher or lower interest rates upon borrower requests.

Borrower members can request lower rates, but considering the unsecured

nature of these loans it is unlikely they will fill their loan requests.

InvestP2P.com will monitor the market and will adjust the loan rates as

necessary.

Q: How much money can a borrower member borrow on the

InvestP2P.com platform, and are there any interest rate restrictions?

A: Each U.S. state imposes different restrictions on the values and

maximum interest rates of the borrower loans, which may change from

time to time. On the InvestP2P.com website, borrower members can view

the minimum and maximum loan values and the maximum interest rate

that their state allows. The platform will not permit borrower members to

request loans that do not conform to the lending laws of their state.

However, if InvestP2P.com partners with a national or state chartered

lending institution in the future, borrower members residing in most U.S.

states will then be able to request loans between $1,000 and $50,000 in

value, and with interest rates up to 36%. No entity may have more than

two loans outstanding at any one time. Family and Friend loans do not

count toward the total loan or dollar amount allowed at any one time. At

no point, may any entity loan more than $1,000,000.

Q: What are Family and Friend loans?

A: Family and Friend loans are captured and directed loans that a

borrower brings to the InvestP2P.com website strictly to fund that

borrower's loan. F&F loans have lower origination fees but all members

must follow all verification procedures. The group will use the lending

platform and all services that members are entitled to. These loans will not

be counted against the maximum number of loans outstanding or the

dollar amount borrowed restrictions. The platform will not permit

borrower members to request loans that do not conform to the lending

laws of their state.

Q: How are interest rates determined and payments on the loans

calculated?

A: Interest rates are determined prior to a loan request by InvestP2P.com

and/or the borrower members request. The monthly payments on the

loans, and, therefore, on the Notes, are based on a fully-amortizing

repayment schedule. All monthly payments on the loans are the same,

except for the final payment, which includes the remaining principal

balance at that time, any unpaid accrued interest and any unpaid late fees

and failed payments fees due on the Notes. See "About the Lending

Platform" for more information. In some instances, payments may be

deferred for up to two years from issuance. Also, an interest only option

with a balloon payment, may be available for some future loans.

Q. How does deferment affect payments?

A: All deferred payments will continue to compound at the stated interest

rate and will be payable after the deferment period in the remaining time

schedule originally allotted. This will significantly increase the monthly

payment schedule when the payments begin and may hinder the ability of

the borrower to repay the loan.

Q: What types of borrower fees are associated with the borrower

loans?

A: InvestP2P.com charges borrower members a one-time origination fee

that is deducted from the principal amount of their loan, before the loan is

disbursed to their trust account or Ip2p virtual account that is planned but

not yet available. The origination fee is 5.0% for all requested loans.

Borrowers are also subject to failed payment fees, which InvestP2P.com

retains, and late payment fees, which are passed along to lender members,

net of a servicing fee. Borrowers are subject to a verification and soft

credit check fee of $100. There is an additional flat fee of $100 (or $150

with a co-borrower) for our MVP Verification service. See "About the

Lending Platform Origination and other Fees Charged to Borrower

Members" for more information.

Friend and Family loans will have a 1.5% origination fee. F&F loans do

not need MVP Verification services but if they choose to use the service,

all fees will be the same.

Q: Can a borrower member take out more than one loan at a time on

InvestP2P.com?

A: Yes. Borrower members may take out one additional loan if: (1) they

are current on their existing borrower loan, and have not been more than

30 days past due in making their most recent monthly loan payments for a

period of at least six months; (2) their previous loan origination took place

at least 6 months before their second loan request; and (3) the total

amount of their outstanding loans does not exceed the maximum amount

that InvestP2P.com is permitted to lend to an individual and/or business in

their state of residence. See "About the Lending Platform Borrower

Member Loan Requests" for more information.

Co-borrower members may serve as a co-borrower on two loans, but the

aggregate value of those loans must not exceed $50,000, or a lesser value

as permitted by applicable state law. Borrower members who have been

issued loans may also serve as co-borrowers on one other loan, provided

that the aggregate value of their borrower loan and the loan for which they

are serving as a co-borrower does not exceed $50,000, or a lesser value as

permitted by applicable state law. See "About the Lending Platform Co-

borrower Members" for more information.

F&F loans do not count against the maximum number of loans allowed.

Q: What happens if loan payments are late or if a loan goes into

default?

A: If a borrower member's payment becomes more than 15 days late, a

late fee will be charged that is equal to the greater of 5.0% of the amount

of the unpaid installment, or $15, or a lesser amount as permitted by

applicable law. If a loan continues to be delinquent the borrower will also

be charged additional late fees after 45 days, 75 days and 105 days.

InvestP2P.com will also pay to lender members late payment fees, when

charged and received on delinquent loans, on a pro rata basis, subject to a

1.0% servicing fee assessed against the value of the late payment.

InvestP2P.com reserves the right to waive late payment fees if borrower

members make a good faith commitment to pay late installments within a

reasonable period of time.

In the event that a borrower member becomes more than 30 days

delinquent on a borrower loan, InvestP2P.com may refer the loan to its in-

house collections department or to a third-party collection agency. Once a

loan is past 120 days late it will be considered in default. When a loan

goes into default, InvestP2P.com may pursue further collection efforts on

its own or through a third-party collection agency, sell the loan to an

unaffiliated third-party debt purchaser or charge off the loan and deem it

uncollectible.

For co-borrower loans, the co-borrower becomes responsible for making a

monthly payment if we are unsuccessful in

debiting the primary borrower's bank account on the due date and on the

9th and 19th days after the due date. In such cases, the co-borrower's bank

account will be debited on the 26th late day. If neither the borrower nor the

co-borrower member is able to make a payment by the 30th late day,

InvestP2P.com may refer the loan to its in-house collections department or

to a third-party collection agency.

To the extent that primary borrowers become late on their borrower loan

payments, InvestP2P.com will not make payments on the corresponding

Notes until such time as the Company has received payment from the

primary borrower or a co-borrower. Loan delinquencies and defaults,

where required by law may be reported to the credit agencies, but will not

be where not required, as we want to encourage entrepreneurship and job

growth in America without jeopardizing entrepreneurs personal credit

history The borrower and, if applicable, the co-borrower members will

also be legally liable for the debt and there may be formal legal action

taken by the debt holder if a payment arrangement cannot be reached.

Borrower and co-borrower members who default on a loan are prohibited

from posting any further loan requests on the InvestP2P.com platform and

from serving as co-borrowers on any subsequent loans that are originated.

If InvestP2P.com does not receive payment on a defaulted loan through a

third-party collection agency or by other means, holders of related Notes

will not receive any payments on their Notes from InvestP2P.com.

InvestP2P.com has no obligation to make any payments of principal or

interest on a Note unless we receive payments on the corresponding

borrower loan. In the event that InvestP2P.com does receive payment on a

borrower loan after an event of default, Note holders will receive their pro

rata share of whatever amount is received by InvestP2P.com, less any

applicable service or collections fees, unless the amount is collected after

the final maturity date. See "Risk Factors Risks Related to the Notes and

the Corresponding Borrower Loans" for more information.

Q: Can lender members collect on late payments or defaulted loans

themselves?

A: No. Lender members agree as part of the Lender Member Registration

and Note Purchase Agreement that they cannot attempt to collect on any

late payments or defaulted loans themselves. Instead, lender members

must rely on InvestP2P.com or its designated third-party collection agency

to pursue collection on delinquent loans. In the event that collection action

must be taken on a delinquent loan, the Company or its designated third-

party collection agency will charge a collection fee between 20.0% and

35.0% on any amounts that are obtained. These fees will thereby reduce

the amounts of any payments lender members receive on their Notes.

Q: What is a co-borrower?

A: An InvestP2P.com co-borrower member is a co-signer, or guarantor,

who is individually and jointly liable for a loan alongside the primary

borrower member. Because they are legally obligated to make payments

on a loan if the primary borrower becomes delinquent or defaults, co-

borrowers will normally be trusted friends or family members of the

primary borrower. In order to be a co-borrower on a loan, an individual

must be at least 18 years of age, a resident of the United States, and have a

valid social security number. In addition, for as long as InvestP2P.com is

issuing loans on a state-by-state basis, the co-borrower must reside in a

state where InvestP2P.com is authorized to issue loans, or is exempt from

any licensing requirements, and that has a maximum interest rate cap

equal to or greater than the interest rate indicated in the primary borrower

member's loan request. Co-borrowers must also have a valid e-mail

address and a bank account at a financial institution with a valid routing

transit number. See "About the Lending Platform Co-borrower

Members" for more information.

Q: What happens if a co-borrower defaults on a borrower loan?

A: If both the primary borrower and co-borrower default on a loan,

holders of Notes may not receive any further payments on their Notes.

Having a co-borrower on a loan is not a guarantee that the loan, or the

corresponding Notes, will be paid.

Q: After borrower loans are originated, how do lender members

receive payments on their Notes?

A: All payments on the Notes are processed through the InvestP2P.com

platform. Each month, when a borrower member's payment is due,

InvestP2P.com will automatically debit the borrower or, if applicable, the

co-borrower member's Ip2p virtual account or other bank account on file

and subsequently credit the InvestP2P.com accounts of the lender

members holding the corresponding Notes within 4 business days, net of

our 1.0% servicing fee. Lender members may elect to have available

balances in their InvestP2P.com accounts transferred to their bank

accounts at any time, subject to normal execution time-frames (generally

2 to 3 days).

Q: Are there any penalties if a borrower member repays a loan early?

A: No. There are no prepayment fees of any kind if borrower or co-

borrower members pay their loans early. Borrower or co-borrower

members may prepay part or all of a loan before the maturity date.

Borrowers and co-borrowers are only required to pay accrued interest and

other charges up to the day in which they pay off their loan. If a borrower

or co-borrower member partially prepays a loan, the amortization

schedule for that loan will be automatically recalculated for the remainder

of the loan's term, and the borrower member's monthly installment is

thereafter reduced accordingly. This means that payments on the

corresponding Notes will be reduced by the amount that the borrower

member's monthly payment is reduced, plus our 1.0% servicing fee. If a

borrower or co-borrower member partially or fully prepays the remaining

unpaid principal on a loan, InvestP2P.com will pay to holders of the

related Notes their pro rata share of the prepayment, net of our 1.0%

servicing fee. Interest will cease to accrue after the date on which

InvestP2P.com receives the prepayment.

Q: Does InvestP2P.com guarantee that borrower loans will be repaid?

A: No. InvestP2P.com does not guarantee that any loan payments will be

made by borrower or co-borrower members. All loans are unsecured, and

as such, there is risk involved in purchasing Notes whose value depends

on payments that InvestP2P.com receives on the corresponding borrower

loans. Holders of Notes will not receive any payments on their Notes if

InvestP2P.com does not receive any payments on the corresponding

borrower loans. See "Risk Factors Risks Related to the Notes and the

Corresponding Borrower Loans" for more information.

Q: Does InvestP2P.com verify all of the information provided by

borrower and co-borrower members?

A: No. Only limited information provided by borrower and co-borrower

members is verified by InvestP2P.com. InvestP2P.com submits every new

borrower and co-borrower member's personal data, including their name,

address, social security number and other information to an Experian

database, and requires each user to confirm their identity by answering a

series of questions about their financial position, employment status, and

past addresses, among other topics. Information is also submitted through

Experian to the U.S. Treasury's Office of Foreign Assets Control (OFAC)

to check for known criminals, terrorists, money launderers or other

flagged individuals. If InvestP2P.com users attempting to register as

borrower or co-borrower members do not pass these identity verification

and fraud solutions processes, they are prohibited from borrowing on the

InvestP2P.com platform. Despite our best efforts, which are dependent on

the mentioned third parties above, it may still be possible for fraudulent

users to gain access and create loan request.

However, in most cases, all other information presented in a borrower or

co-borrower member's profile, including their income, employment

status, and description of the purpose of the loan, is completely self-

reported and unverified by InvestP2P.com. This unverified information

includes certain financial statistics that InvestP2P.com calculates on behalf

of the borrower members, including their debt-to-income ratios, which is

determined from their self-reported income and information from their

credit report. However, InvestP2P.com does not review or verify any

information in the credit report.

The Company reserves the right in its Borrower/Co-Borrower Member

Registration Agreement to verify, at any time, all statements and

information provided by borrower and co-borrower members during their

registration process and/or in their final loan request posting, and we have

the right to cancel listings or to refuse to fund a borrower loan if material

misstatements or inaccuracies are found. In the limited instances where

we do verify income, employment status or other information provided by

borrower or co-borrower members, lender members will be unaware that

this information has been verified for a borrower, unless the borrower has

purchased our MVP Verification service. There are no guarantees that a

borrower loan will be repaid because borrower or co-borrower income,

employment or other information has been verified by InvestP2P.com. See

"Risk Factors Risks Related to the Notes and the Corresponding

Borrower Loans" and "About the Lending Platform Borrower Member

Financial Information is Generally Unverified" for more information.

Q: What is MVP Verification?

A: On the InvestP2P.com platform, primary borrower members can

purchase a service called MVP Verification, in which borrower and, if

applicable, co-borrower members provide InvestP2P.com with certain

documentation so that we can verify their financial, employment and other

information. These documents can include all or some of the following, at

the members' choosing: a notarized statement affirming their legal

commitment to repay the loan; photo identification such as a driver's

license or passport; recent employment pay-stubs; an authorization form

that permits us to confirm income tax return data with the IRS; a utility

bill to match names with addresses; and recent monthly bank statements.

Lender members can see which information has been verified for

borrower or co-borrower members before committing on borrower loan

requests. However, even in instances where borrower or co-borrower

income, employment or other information is verified by InvestP2P.com,

there are no guarantees that a borrower loan will be fully repaid. See

"About the Lending Platform MVP Verification" for more information.

Q: How is InvestP2P.com compensated for its services?

A: InvestP2P.com charges an origination fee to borrower members at the

time their loan is originated and charges lenders a servicing fee for the

servicing and collection of outstanding loans. The origination fee charged

to borrower members is calculated as a percentage of the gross principal

amount of a loan, and is currently set at 5.0% (there is a minimum

origination fee of $95). Friend and Family loans have a 1.5% origination

fee. The lender member servicing fee is assessed each time a lender

member receives a payment on their Notes, and is calculated at a 1.0%

annualized rate, accruing daily, on the outstanding principal balance of the

corresponding borrower loan. InvestP2P.com also derives income from its

MVP Verification service, for which the Company charges a flat fee of

$100. InvestP2P.com also derives revenue from collections, failed

payment and certain other fees it assessed, and from Borrower Credit

reporting opt-in fee of $100

Q: Can members earn referral fees?

A: Currently there is no referral program in place, but we may offer one in

the future.

Q: How does the voting for loan disbursement work?

A: Upon origination of the loan, the funds are allocated to a trust account

for the benefit of the borrower. The borrower must submit and request

approval of the lending members for the use of the funds. Spend requests

may be posted by the 1st and 14th only and committed lenders get a digest

email on the 7th and 22rd with all spend requests for that period. Then

lenders have to the 14th and 28th respectively to place their votes. The

necessary percentage will be set at the time of loan posting. If the request

does not meet the necessary affirmative votes, then the distribution is

denied and the borrower will either address the members concerns and

reapply or will make a different request when necessary. It is possible that

some loans will have the distributions sent directly to the vendor or

service that was requested by the borrower. There is no guarantee that the

funds will be used as requested even though the vote was taken.

InvestP2P.com will make every effort to register vendors as "In-Network"

to further assist the lender members in spend controls.

Q: How is InvestP2P.com regulated?

A: The issuance of the borrower loans and the servicing of Notes are

subject to state and federal regulations. As a consumer and business

lender, InvestP2P.com must adhere to applicable state laws and

regulations, including licensing and disclosure requirements.

InvestP2P.com must also comply with applicable sections of the federal

Consumer Credit Protection Act, including, but not necessarily limited to,

the Fair Credit Reporting Act, Equal Credit Opportunity Act, Fair Debt

Collection Practices Act, Electronic Fund Transfer Act, and the Truth-in-

Lending Act, in addition to the federal Electronic Signatures in Global and

National Commerce Act (ESIGN) and other laws and regulations

regarding privacy, fair business practices and data security. InvestP2P.com

is subject to examination, supervision and potential regulatory

investigations and enforcement actions by state and federal agencies, such

as the Federal Trade Commission, that administer the federal consumer

protection laws. The company lends money only in states where it either

has a valid lending license or is exempt under certain state codes of law.

See "Government Regulation" for more information.

RISK FACTORS

The Borrower Member Payment Dependent Notes issued by

InvestP2P.com, Inc. involve a high degree of risk. The risk factors

described below should be carefully considered before you decide to

purchase the Notes. These risks could have a negative material impact on

the value of the Notes, and may cause you to lose all or part of your

investment.

RISKS RELATED TO THE NOTES AND THE CORRESPONDING

BORROWER LOANS

Investing in the Notes is highly speculative and risky. You should only

purchase Notes if you can afford to lose the entire value of your

investment.

The Notes are highly speculative and risky investments. Notes are

special, limited obligations of InvestP2P.com. Their value depends

entirely on payments that InvestP2P.com receives on corresponding

borrower loans, which are unsecured commercial finance obligations of

individual and/or business borrower members and, in some cases, co-

borrower members. Purchasing Notes is only suitable for investors with

adequate financial means. You should not attempt to purchase Notes if

you cannot afford to lose your entire investment. You should not assume

that a particular Note is an appropriate investment for you because it

corresponds to a borrower loan that is listed on the InvestP2P.com

platform, or because the borrower loan involves a co-borrower or MVP

Verification.

Payments on the Notes depend entirely on payments that InvestP2P.com

receives on corresponding borrower loans. You will not receive any

payments on your Note if a borrower does not make any payments on

the corresponding borrower loan.

InvestP2P.com will make payments on the Notes, net of a 1.0%

servicing fee, only after receiving payments from individual and/or

business borrower or co-borrower members on corresponding borrower

loans. Lender members will not receive any payments based on failed

payment fees or collection fees that InvestP2P.com or a third-party

collection agency may assess. If InvestP2P.com does not receive

repayments on a corresponding borrower loan, you will not be entitled to,

nor will you receive, any payments under the terms of the Notes. If a

borrower or co-borrower fails to repay a loan, this will not be considered a

default under the terms of the Notes.

The Notes are special, limited obligations of InvestP2P.com only. They

are not secured by any collateral and they are not guaranteed or insured

by any third party.

The Notes will not represent an obligation of borrower or co-

borrower members, or of any other party except InvestP2P.com. The

Notes are special, limited obligations of InvestP2P.com. The Notes are not

secured by any collateral and are not guaranteed or insured by any

governmental agency or instrumentality, or any third party.

Borrower loans are not secured by any collateral or guaranteed or

insured by any third party. You must rely on InvestP2P.com and/or a

third party collection agency that we may designate in the future to

pursue collection against borrower or co-borrower members.

Borrower loans are unsecured obligations of InvestP2P.com

borrower and, in some cases, co-borrower members. The loans are not

secured by any collateral, nor are they guaranteed or insured by any third

party. They are not backed by any governmental authority in any way.

InvestP2P.com and any third-party collection agency that it may designate

in the future will, therefore, be limited in their ability to collect on the

loans.

Borrower loans are obligations of individual and/or business

borrower and co-borrower members to InvestP2P.com, not obligations to

holders of Notes. Holders of Notes will have no recourse to

InvestP2P.com borrower or co-borrower members and no ability to pursue

them to collect payments under the terms of the borrower loans. Holders

of Notes may look only to InvestP2P.com for payment of the Notes, and

InvestP2P.com's obligation to make payments on the Notes is limited as

described in this prospectus. If an InvestP2P.com borrower or co-borrower

fails to make any payments on a loan corresponding to a Note, the holder

of that Note will not receive any payments on that Note. The holder of the

Note will not be able to pursue collection efforts against any

InvestP2P.com borrower or co-borrower member and will not be able to

obtain the identity of the borrower or co-borrower in order to contact them

about the delinquent or defaulted loan. In addition, as described in this

prospectus, in the unlikely event that we receive payments on a

corresponding borrower loan after the final maturity date, you will not

receive payments on your Notes.

Credit information for borrower and co-borrower members may be

inaccurate or may not accurately reflect their creditworthiness, which

may cause you to lose all or part of your investment.

InvestP2P.com may obtain borrower and co-borrower member

credit information and their VantageScore credit score from Experian, a

credit reporting company. The VantageScore that Experian assigns to

consumers is a numerical credit score ranging from 501 to 990. The

InvestP2P.com credit grades that we assign to all borrower and co-

borrower members may be based on these scores, and range from A+ to

NC as described in "About the Lending Platform Borrower Member

Credit Criteria and Underwriting." Credit scores assigned to borrower and

co-borrower members by Experian may not accurately reflect their

creditworthiness at the time a loan request is posted, and therefore the

InvestP2P.com credit grades based on those scores may not accurately

reflect their creditworthiness.

Credit scores may be calculated using outdated, incomplete or

inaccurate data, and InvestP2P.com does not verify the information in

borrower or co-borrower member credit reports. There is also a risk that,

after InvestP2P.com receives a credit report from Experian, a borrower or

co-borrower member may become delinquent or may default on an

outstanding debt obligation, take on additional personal debt or become

subject to adverse financial conditions. Moreover, lender members will

not be able to review financial statements or other detailed financial

information for borrower or co-borrower members.

InvestP2P.com may only retrieve a new credit report for a

borrower or co-borrower member with an active loan request when a

previous report that we have retrieved becomes more than 30 days old.

This means there is a risk that, within that 30 day period, a borrower or

co-borrower member may have become delinquent or may have defaulted

on an outstanding debt obligation, taken on additional personal debt or

become subject to adverse financial conditions. If any of these events

were to occur, the InvestP2P.com credit grade assigned to the borrower or

co-borrower member would not accurately reflect their current

creditworthiness.

Information supplied by borrower or co-borrower members may be

inaccurate or intentionally false.

Borrower and co-borrower members supply a variety of unverified

information that is included in loan request postings on the InvestP2P.com

platform. This information may include annual income, employment

status, descriptions of what the loan proceeds will be used for, social or

professional affiliations and other information. Additionally, certain

financial statistics that InvestP2P.com calculates on behalf of borrower

and co-borrower members may be based on unverified information,

including, for example, debt-to-income ratios. Unverified information also

appears in the posting reports and sales reports that the Company will file

with the SEC.

In certain limited instances where InvestP2P.com does verify

income, employment status or other information provided by borrower or

co-borrower members, the verification may be done before or after a loan

request posting is displayed on the InvestP2P.com platform. However,

lender members will be unaware that any information has been verified,

unless a borrower member has purchased our MVP Verification service as

described in "About the Lending Platform MVP Verification." In cases

where MVP Verification has been selected, InvestP2P.com will examine

and review certain documentation provided by borrower and, if

applicable, co-borrower members, and take reasonable steps and use its

best efforts to verify the validity of the self-reported information in the

loan request. The MVP Verification process will take place before a loan

request is posted on the platform, and lender members can see which

information has been verified before committing on borrower loans.

However, even in instances where borrower or co-borrower income,

employment or other information is verified by InvestP2P.com, there are

no guarantees that a borrower loan will be fully repaid.

If you rely on false, misleading or unverified information supplied

by borrower or co-borrower members in deciding to purchase Notes, you

may lose all or part of the purchase price you pay for a Note. Loan request

postings and other borrower and co-borrower member information

available on the InvestP2P.com website will be statements made in

connection with the purchase and sale of securities, and therefore subject

to Rule 10b-5 of the Securities Exchange Act of 1934, as amended (the

"Exchange Act"). Loan request postings and borrower and co-borrower

member information filed in prospectus supplements will be subject to the

liability provisions of the Securities Act. In this prospectus, we advise

potential investors as to the limitations on the reliability of this

information, and a lender member's recourse in the event this information

is false will be extremely limited. As a result, lender members should not

rely on unverified information provided by borrower or co-borrower

members.

While we take precautions to prevent borrower and co-borrower

member fraud, it is still possible that fraud may occur and adversely

affect a lender member's ability to receive payments on their Notes.

Every user that registers as a borrower or co-borrower member on

the InvestP2P.com platform must pass our fraud solutions and identity

verification processes. We use services from Experian to verify borrower

and co-borrower identities, to access their credit histories and to check

their names and other information against lists of known perpetrators of

Internet-based and other kinds of fraud. However, despite these anti-fraud

efforts, there is still a risk that fraud will occur and remain undetected.

While InvestP2P.com will repurchase Notes in certain limited instances,

such as in cases of loan defaults resulting from verifiable identity theft,

the Company has no obligation to repurchase Notes for any other reason.

In cases of verifiable identity fraud where InvestP2P.com has decided to

repurchase Notes corresponding to a defaulted loan, holders of the Notes

will only receive payments equal to the unpaid principal amount of their

Notes. However, InvestP2P.com may be unable to meet its repurchase

obligations in such circumstances, and if this is the case you may lose the

entire value of your investment. See "About the Lending Platform

Identity Fraud Reimbursement" for more information.

InvestP2P.com does not have significant historical data about the

performance of borrower loans issued through its platform. Default

rates on borrower loans in the future may be high, and may increase.

InvestP2P.com has a no operating history and is in the early stages

of development. Therefore, the Company does not have significant

historical data about the performance of borrower loans issued through its

lending platform. We plan to launch live operations as soon as possible.

Default rates on borrower loans may increase as a result of economic

conditions beyond the Company's control and beyond the control of

borrower or co-borrower members.

Default rates on borrower loans issued through the InvestP2P.com

platform may be significantly impacted by economic downturns or other

general economic conditions beyond our control and beyond the control of

individual and/or business borrower and co-borrower members.

Specifically, default rates on borrower loans on which the Notes depend

for payment may rise due to factors such as changes in prevailing interest

rates, the unemployment rate, the consumer confidence level and changes

in consumption, residential real estate values, the value of the U.S. dollar,

energy prices, the number of personal bankruptcies declared, general

disruptions in credit markets and other factors.

If a borrower loan corresponding to your Notes becomes more than 30

days delinquent, it is unlikely that you will receive the full principal and

interest payments on the Notes due to collection fees, and it is possible

that you will not recover any of your original purchase price.

In the event that a borrower loan becomes more than 30 days

delinquent, InvestP2P.com will pursue reasonable collection efforts with

regard to the loan. Referring a delinquent loan to our in-house collections

department or to a third-party collections agency on the 31st day of its

delinquency will be considered reasonable collection efforts. If

InvestP2P.com refers a delinquent loan to a collection agency, the

Company will have no further obligation to pursue collection efforts with

regard to that loan. If we or any third-party collection agency are

successful in collecting payments on a corresponding borrower loan after

30 days of delinquency, then the Company, or the third-party collection

agency, will retain a percentage of the funds recovered from the borrower

or co-borrower member as a collections fee before any principal or

interest from recovered funds become payable on the Notes. Collections

fees will range from 20.0% to 35.0% of the amount recovered. See

"About the Lending Platform Post-Loan Closing Servicing and

Collection" for more information.

It is possible that InvestP2P.com, or its designated third-party

collections agency, will be unable to recover part or all of the unpaid

balance on a delinquent loan. Lender members that have purchased Notes

dependent for payment on payments received by InvestP2P.com on such

delinquent loans would then receive no further payments on their Notes,

or they would receive payments much lower in value than the total

amount of unpaid principal and interest on the Notes. Note holders must

rely solely on the collection efforts of InvestP2P.com and our designated

third-party collection agency, and are prohibited from pursuing any

collection efforts with regard to borrower loans on their own.

If you purchase only one Note through the platform, your entire return

will depend on the performance of a single borrower loan, which

substantially increases the risk that the value of your investment will be

lower than expected, and that the value of your investment will be

reduced to zero if the corresponding borrower loan goes into default.

We recommend that lender members who purchase Notes on the

platform diversify their risks by offering smaller amounts of money on

several different loans, rather than concentrating their entire investment in

a Note that is wholly dependent for payment on a single loan. If you

decide to devote your entire investment to the purchase of a single Note or

to multiple Notes for the same corresponding borrower loan, the value of

those Notes will depend entirely on a single borrower loan, which greatly

increases the risk that you will lose the entire value of your investment, as

we expect that some borrowers will default on their loans. For example, if

you plan to purchase $1,000 worth of Notes, and choose to invest the

entire $1,000 in a single Note instead of investing $100 in 10 different

Notes corresponding to 10 different borrower loans, your entire $1,000

investment will depend on the performance of a single borrower loan.

Failing to diversify your Note holdings increases the risk of losing your

entire investment due to borrower or co-borrower default. However,

diversification does not eliminate your investment risk, and even well-

diversified Note holdings are at risk of full or partial loss of value.

If we receive payments on a corresponding borrower loan after the final

maturity date, InvestP2P.com will have no obligation to make payments

on the Notes.

Each Note will mature on the initial maturity date unless, at that

time, there are any principal or interest payments that remain due and

payable to InvestP2P.com on the corresponding borrower loan. In such

cases, the maturity of the Note will be automatically extended to the final

maturity date. If any amounts on the loans remain due and payable to

InvestP2P.com after the final maturity date of a Note, InvestP2P.com will

have no further obligation to make payments on the Note even if the

Company receives payments on the corresponding borrower loan after the

final maturity date.

Borrower members who have taken out loans on the InvestP2P.com

platform are not restricted from incurring additional secured or

unsecured debt, nor are any financial restrictions imposed on borrower

or co-borrower members for the duration of the loan. This may impair

your ability to receive the full principal and interest payments that you

expect to receive on a Note.

Borrower members who are issued loans through the

InvestP2P.com platform, and, when applicable, the co-borrowers on those

loans, may incur additional debt from other lending sources. This

additional debt may impair a borrower or co-borrower's ability to make

payments on a borrower loan, and therefore may impair your ability to

receive payments on your Notes. Additional debt may also negatively

impact a borrower or co-borrower's creditworthiness in general, and could

result in financial distress, insolvency or bankruptcy of the borrower or

co-borrower member. To the extent that borrower or co-borrower

members cannot pay off all of their indebtedness, they may choose to

make payments to creditors other than InvestP2P.com.

Because the borrower loans are unsecured credit obligations of

individual and/or business borrower, and, in some cases, co-borrower

members, to the extent that borrower or co-borrower members incur other

indebtedness that is secured, the ability of the secured creditors to pursue

action against their assets may impair their ability to make payments on a

borrower loan, which would impair your ability to receive payments on

your Notes from InvestP2P.com. Borrower or co-borrower members may

also choose to pay off secured indebtedness before repaying an unsecured

borrower loan from InvestP2P.com because they have no collateral at risk

with regard to the borrower loan from InvestP2P.com. Lender members

will not be made aware of any additional debt incurred by borrower or co-

borrower members, or whether such debt is secured.

The borrower loans do not contain any cross-default or other similar

provisions. The Company's ability to collect on borrower loans on which

your Notes are dependent for payment may be substantially impaired if

borrower or co-borrower members default on debt obligations other

than their borrower loans.

The borrower loans do not contain cross-default provisions. A

cross-default provision makes a default on certain debt of a borrower an

automatic default on other debt of that borrower. Because the borrower

loans do not contain cross-default provisions, a borrower or co-borrower

member's loan will not be automatically placed in default upon that

borrower or co-borrower member's default on any other outstanding debt

obligations, unless there are independent reasons to place the borrower

loan in default. If a borrower or co-borrower member defaults on

outstanding debt obligations other than on his or her borrower loan and

continues to make payments under the borrower loan, the creditors on the

borrower or co-borrower's other outstanding debt obligations may seize

their assets or pursue other legal action before the borrower or co-

borrower defaults on his or her borrower loan. Payments on your Notes

may be substantially reduced if the borrow or co-borrower member

subsequently defaults on the borrower loan, and you may be unable to

recover part or all of your expected principal and interest payments on

those Notes.

Borrower or co-borrower members may seek debtor relief protection

under federal bankruptcy or state insolvency laws. This may result in

nonpayment of your Notes.

Borrower or co-borrower members may seek protection under

federal bankruptcy, state insolvency or other similar laws. If a borrower

member files for bankruptcy or becomes the subject of an involuntary

petition, a stay will take effect that will automatically put pending

collection actions with regard to the borrower on hold and prevent further

collection action absent bankruptcy court approval. If InvestP2P.com

receives notice that a borrower member has filed for protection under

federal bankruptcy laws, or has become the subject of an involuntary

bankruptcy petition, we will put the borrower's loan account into

"bankruptcy status." Co-borrower loans will only be put into "bankruptcy

status" in the event that both the primary borrower and the co-borrower

file for protection under federal bankruptcy laws, or become the subjects

of involuntary petitions.

When a borrower loan is put into bankruptcy status, we terminate

any automatic monthly ACH debits from the borrower member's bank

account and do not pursue collection actions absent bankruptcy court

approval. The borrower member's particular financial situation will

ultimately determine whether any payment will be received on a borrower

loan after bankruptcy status is declared. It is possible that the borrower

member's personal liability on the borrower loan will be discharged in

bankruptcy. In most bankruptcy cases, unsecured creditors such as

InvestP2P.com, as holder of the borrower loan, will receive only a

fraction, if any amount, of the outstanding balance on the borrower loan.

Federal law entitles borrower members who enter active military service

to an interest rate cap and certain other rights that may impair our

ability to collect on loans. In addition, this may reduce the interest rate

on a borrower loan, and therefore the amount of interest paid on your

Notes.

Federal law, including the Servicemembers Civil Relief Act

(SCRA), provides borrower members who have entered active military

service with certain rights that may delay or impair the Company's or a

third-party collection agency's ability to collect on a borrower loan

corresponding to your Notes. The SCRA requires that interest rates on

outstanding debts, such as borrower loans issued through the

InvestP2P.com platform, be set at a maximum rate of 6.0% for borrowers

who are qualified servicemembers or reservists on active duty. Holders of

Notes that are dependent for payment on such borrower loans will not be

paid the difference between 6.0% and the original stated interest rate on

the borrower loan during any such period. If only the co-borrower on a

loan enters active military service, the primary borrower member's

payments will not be reduced under the SCRA, but if the co-borrower

member becomes obligated to make a payment on the loan in a given

month, the terms of the SCRA will be applied to that payment. In cases of

co-borrower loans where only the primary borrower member enters active

military service, the terms of the SCRA will be applied to all payments,

even if the co-borrower member is making those payments.

The SCRA also permits courts to stay proceedings and executions

of judgment against servicemembers and reservists on active duty, which

may delay recovery of payments on any borrower loans in default, and,

therefore, payments on Notes that correspond to these loans. If there are

any amounts still due and payable to InvestP2P.com after the final

maturity date of Notes corresponding to such loans, the Company will

have no further obligation to make payments on the Notes, even if

payments on the corresponding loans are later received. InvestP2P.com

does not take military service into account when assigning InvestP2P.com

credit grades to borrower or co-borrower members. See "Government

Regulation Servicemembers Civil Relief Act" for more information.

If a borrower or co-borrower member with an outstanding borrower

loan dies, your ability to recover the full purchase price of Notes that

correspond to that loan may be impaired. You may also be unable to

receive the interest payments that you expected to receive on the Notes.

All borrower and co-borrower members are individuals and/or

businesses. If a borrower with an outstanding borrower loan dies while the

loan is still outstanding, we will attempt to work with the executor,

executrix or administrator of the borrower's estate to obtain repayment of

the loan. However, the borrower's estate may not contain sufficient assets

to repay the borrower loan on which your Notes depend. If a borrower

member dies toward the end of the term of a borrower loan, it is unlikely

that any further payments will be made on the corresponding Notes,

because the time required for the probate of the estate may extend beyond

the initial maturity date and the final maturity date of the Notes.

Notwithstanding the foregoing, in the event that a deceased borrower or

co-borrower member is survived by a spouse and resides in a "community

property state," the surviving spouse may be held legally responsible for

continued payment on the outstanding loan.

Borrower and co-borrower members on InvestP2P.com may prepay

their borrower loans at any time, without penalty. Prepayments of

borrower loans will terminate or limit your ability to receive additional

interest payments on your Notes.

There are no fees of any kind if borrower or co-borrower members

pay their loans off early. This is known as "prepayment," and borrowers

may prepay part or all of a loan before the initial maturity date. Borrowers

are only required to pay accrued interest and other charges up to the day in

which they pay off their loan in full. If a borrower or co-borrower member

partially prepays a loan, the amortization schedule for that loan will be

automatically recalculated for the remainder of the loan's term, and the

borrower member's monthly installments will thereafter be reduced

accordingly. This means that payments on Notes corresponding to

partially prepaid borrower loans will be reduced by the amount that the

borrower's monthly payments are reduced, plus our 1.0% servicing fee. If

a borrower or co-borrower member prepays the remaining unpaid

principal on a loan in full, InvestP2P.com will pay to holders of the

corresponding Notes their pro rata share of the prepayment, but interest

will cease to accrue on the Notes after the date on which InvestP2P.com

receives the prepayment. Prepayments are subject to our 1.0% servicing

fee, even if the prepayment occurs immediately after you purchase a Note.

You will not receive all of the interest payments that you expected to

receive on Notes corresponding to borrower loans that are prepaid, and

you may be unable to reinvest the payments that you do receive on your

Notes at a rate of return equal to the rate you expected to receive on the

Notes.

If market interest rates change while the borrower loan on which your

Notes are dependent is still in repayment, the value received on your

Notes may be less than the value that could be gained with other

investments. Additionally, changes in interest rates may prompt

borrower or co-borrower members to prepay their borrower loans, and

you may be unable to reinvest the payments that you receive on Notes

that are dependent on a prepaid borrower loan at a rate of return equal

to the rate you expected to receive on the Notes.

The borrower loans on which the Notes are dependent have terms

of 12, 24, 36, 48, or 60 months and bear fixed, not floating, rates of

interest. Although you may still receive a return on the purchase price of

your Notes through receipt of payments from InvestP2P.com equal in

value to the interest payments that the Company receives on the

corresponding borrower loan, if market interest rates exceed the rate of

interest payable on a corresponding borrower loan, the interest rates on

your Notes might be lower than the rate of return you could earn if you

invested in other investments.

In addition, there is no prepayment penalty for borrower or co-

borrower members who prepay their loans in part or in full before the

initial maturity date. Borrower or co-borrower members may choose to

prepay their borrower loans with money they borrow from other sources if

market interest rates on commercial loans decrease. If a borrower member

prepays a borrower loan on which your Notes depend for payment, you

will not receive the interest payments you expected to receive on those

Notes, and you may not be able to realize a rate of return equal to the rate

that was originally expected on the Notes when you invest the prepaid

funds in other investments.

Lender member funds in InvestP2P.com accounts do not earn any

interest.

Funds held in a InvestP2P.com lender member account represent

an interest in a pooled "for the benefit of" (FBO) bank account that does

not earn any interest. See "About the Lending Platform How the

Platform Operates Treatment of Lender Member Balances" for more

information.

The Notes will not be listed on any securities exchange and will not be

transferable except through the Internet-based Note trading platform

operated by a registered broker-dealer to be selected in the future. The

Notes can only be held by our lender members, and all Note holders

should be prepared to hold their Notes to maturity.

The Notes will be issued in electronic form only and will not be

listed on any securities exchange. Notes can only be held by our lender

members. The Notes will not be transferable except through our Internet-

based Note trading platform, which will be operated by a registered

broker-dealer to be selected in the future. However, there are no

guarantees that a broker-dealer relationship will be established for the

purpose of operating the Note trading platform, or that a market for Notes

will develop if such a platform is created. Therefore, lender members

must be prepared to hold their Notes to maturity. See "About the Lending

Platform" for more information.

The U.S. federal income tax consequences of an investment in the Notes are

uncertain.

There is no authority that directly addresses how the Notes or

instruments similar to the Notes should be treated for U.S. federal income

tax purposes. While the matter is not free from doubt, InvestP2P.com

intends to treat the Notes as debt securities of InvestP2P.com that have

original issue discount, or OID, for U.S. federal income tax purposes.

Therefore, holders of Notes will be required to include the OID in income

as ordinary interest income for U.S. federal income tax purposes as it

accrues (which may be in advance of interest payments being made on the

Notes), regardless of the holder's regular tax accounting method.

However, this characterization of the tax treatment of the Notes is not

binding on the Internal Revenue Service (IRS), and the IRS and/or other

authorities may take differing positions. Prospective purchasers of Notes

should consult their own tax advisors regarding the U.S. federal, state,

local and non-U.S. tax consequences of the purchase, ownership, and sale

of the Notes, including any potential differing treatments of such Notes.

Any such differing treatment could significantly impact the amount,

timing and nature of income, gain or loss with regard to an investment in

the Notes. See "About the Lending Platform Material U.S. Federal

Income Tax Considerations" for more information.

Some of the borrower members on InvestP2P.com have credit scores

that are considered "subprime." These borrowers have poor or no credit

histories, and present a higher-than-average degree of credit risk.

Loans made to these borrowers may have a high risk of delinquency

and default. If you have purchased a Note dependent for payment on

payments the Company receives on a loan made to a borrower with a

poor or "subprime" credit score, and the borrower defaults on his or

her loan, you may lose all of your original investment in the Note.

InvestP2P.com has positioned itself as a peer-to-peer lending

company that is open to borrowers across the credit-score spectrum. This

means that, while some of the borrower members on InvestP2P.com will

have high credit scores, many others may have very poor credit scores, or

no credit score at all. Borrowers with poor or no credit scores may be

using the InvestP2P.com platform because they have had difficulty taking

out loans from banks and other financial institutions due to the credit

risks they present, which may be based on a limited credit history, a

history of delinquency and default and/or a currently unfavorable

financial position. Although InvestP2P.com requires all borrowers with

a InvestP2P.com credit grade below F to have a co-borrower on their loan,

purchasing Notes that are dependent for payment on payments that

InvestP2P.com receives on corresponding borrower loans that have been

extended to such borrowers may present a higher-than-average risk of

delinquency and default.

Due to InvestP2P.com's limited operating history, the Company

does not have sufficient historical data on delinquency and default rates

for borrowers who have taken out loans on the platform.

Holders of Notes must rely on InvestP2P.com and/or a third-party

collection agency that we may designate in the future to pursue

collection against borrower and co-borrower members who have

defaulted on their loans.

Borrower loans are obligations of borrower and, if applicable, co-

borrower members to InvestP2P.com, not obligations to holders of Notes.

Holders of Notes have no recourse to borrower or co-borrower members

and no ability to pursue them to collect payments on their Notes. Instead,

holders of Notes must rely on InvestP2P.com or a third-party collection

agency that we may designate in the future to pursue collection on

delinquent loans. In the event that collection action must be taken on a

delinquent loan, the Company or the third-party collection agency will

charge a collection fee between 20.0% and 35.0% on any amounts that are

obtained. These fees will thereby reduce the amounts of any payments

lender members receive on their Notes. If there are any amounts under a

borrower loan still due and owing to InvestP2P.com after the final

maturity date, we will have no further obligation to make payments on the

Notes in the series corresponding to that loan, even if we receive

payments on the loan after the final maturity date. Holders of Notes will

not be able to pursue collection efforts against borrower or co-borrower

members themselves, and will not have access to their identities or contact

information.

InvestP2P.com has no obligation to repurchase Notes except in limited

circumstances. If the Company cannot meet its repurchase obligations,

you may lose your entire investment in the Notes.

InvestP2P.com will repurchase Notes only in certain limited

instances, such as in cases of loan defaults resulting from verifiable

identity theft. In addition, if there is a material breach of our

representations and warranties as described in our Lender Member

Registration and Note Purchase Agreement, we must repurchase the Note,

cure the defect or indemnify and hold the lender member harmless against

losses resulting from the defect in the Note. The Company is not obligated

to repurchase a Note in cases of fraud other than verifiable identity theft in

connection with a loan request posting. Even in cases where

InvestP2P.com is obligated to repurchase a Note, there can be no

guarantee that the Company will be able to meet its repurchase obligation,

and in such cases you may lose all of your investment in the Note. See

"About the Lending Platform How the Platform Operates Identity

Fraud Reimbursement" for more information.

If you purchase a Note and subsequently list the Note for resale on the

Internet-based Note trading platform, you may not realize the expected

return on your investment because of changes in the creditworthiness of

the borrower member on the corresponding borrower loan.

If InvestP2P.com establishes a Note trading platform operated by a

registered broker-dealer to be selected in the future, there are still no

guarantees that lender members will be able to find buyers for Notes that

they wish to sell on the trading platform. If a borrower or co-borrower

member becomes delinquent on a corresponding borrower loan, your

ability to resell Notes corresponding to that loan will be substantially

impaired. Specifically, you may have to sell the Notes at a substantial

discount to their original purchase price or current nominal value in order

to attract a buyer for the Notes. There is no guarantee that you will receive

the value you expected from the Notes, and you may not receive any value

at all. Moreover, lender members may be less willing to purchase Notes

on the trading platform if other investment activities have become more

attractive during the time you have held your Notes.

Even when a corresponding borrower loan is a co-borrower loan, you

may lose part or all of the value of your investment in the Notes.

A InvestP2P.com co-borrower is a co-signer who is individually

and jointly liable for a loan, alongside the primary borrower. Co-

borrowers are legally obligated to make payments on a loan if the primary

borrower becomes delinquent or goes into default, but there is no

guarantee that co-borrowers will be able to pay off a loan if the primary

borrower becomes unable to. Even though co-borrowers are required to

have a minimum credit grade of F, there remains a risk that the co-

borrower will also default on the loan. If both the primary borrower and

co-borrower default on a loan, you will not receive any further payments

on Notes corresponding to that loan.

The interest rate payable on the Notes is predetermined and may not

adequately compensate you for the risks associated with investing in a

particular Note.

Typically, higher interest rates are charged on loans to less

creditworthy borrowers because they present a greater risk of default. The

potential to earn a higher return on such loans compensates the lender or

investor for the higher risks involved. However, because the interest rate

payable on a Note is predetermined, it is not necessarily commensurate

with the creditworthiness of the borrower on the corresponding borrower

loan, and therefore it may not adequately compensate you for the risks

associated with investing in a particular Note.

A borrower or co-borrower member may request that his or her bank

"chargeback" a payment on a corresponding borrower loan and request

a refund on that payment, resulting in a delinquency on the payment

and the potential for a negative cash balance in your lender member

account.

A borrower "chargeback" may take place when a borrower or co-

borrower member who has made a payment on a borrower loan has his or

her bank cancel or request a refund on that payment. We withhold

payments to lender members for up to four business days after initiation of

the payment. If a chargeback occurs between four and sixty days after the

initiation of payment, you must rely on us to contest the chargeback if we

deem it appropriate. If a borrower successfully processes a chargeback

between the time that your lender member account is credited for a

repayment and 60 days after initiation of that payment, such payment will

be deducted from your account, and if you have withdrawn funds in the

interim, a negative cash balance may result. If a negative cash balance

does result, amounts subsequently received on borrower loans

corresponding to your Notes and deposited into your account are subject

to offset any negative balance resulting from such chargebacks or other

ACH returns of transfers or deposits of funds to your account.

We have a limited operating history. As an Internet company in the

early stages of development, we face increased risks, uncertainties,

expenses and difficulties.

Competition in the consumer and business credit market is intense.

Our objective is to increase the number of borrower and lender members

on the InvestP2P.com platform, and therefore the number of loan

originations and Note sales, but we may be unable to generate enough

new business to achieve and sustain profitable operations. Moreover, if we

are successful in growing our business, we will need to increase our

facilities, personnel and infrastructure to accommodate greater loan

servicing obligations and other demands related to our Internet-based

platform. We also intend to introduce an Internet-based Note trading

platform after the date of this prospectus in order to enable the resale of

Notes held by lender members. We cannot guarantee that the trading

platform will be established or that a market for Notes will develop, but if

successful, resale and trading on the trading platform will substantially

increase demands on our technological infrastructure and on our staff, and

may also further increase the number of loan request postings and loan

originations on the lending platform. We must consistently add to and

update our hardware and software, expand customer-support services and

hire new employees in order to maintain the operations of our platform,

including our servicing obligations on borrower loans and payment

obligations on the Notes. If we are unable to increase the capacity of the

lending platform and maintain necessary infrastructure, you may

experience delays in payments on your Notes and periodic downtime of

our systems in which you will not have access to your InvestP2P.com

account or to any other area of our website.

If we cannot increase our transaction volumes in a cost-effective way,

our business and operating results will be affected adversely.

In order to be successful, we must increase transaction volumes on

the InvestP2P.com platform by attracting large numbers of borrower and

lender members in a cost-effective way. It may be difficult to attract such

members because many of them will have no prior experience using a

peer-to-peer financial platform, and because peer-to-peer lending is a

relatively new concept. If we are unable to attract a large amount of

qualified new members to InvestP2P.com, we will not increase our

transaction volumes to the point of being able to sustain a profitable

enterprise. Specifically, other peer-to-peer lending companies have

experienced significant shortfalls regarding the number of lender members

they have been able to attract as compared to the number of borrowers.

While InvestP2P.com has not operated for any period of time to make a

judgment on its own susceptibility to such shortfalls, there are no

guarantees that enough lender members will be attracted to the platform to

fund all of the loan requests, and InvestP2P.com's ability to participate on

the platform as a lender member is limited. Moreover, the extent of the

current economic downturn and severe credit crisis may mean that many

more borrowers will turn to peer-to-peer lending companies for access to

credit, while lender members may be less likely to fund loans because of

investment and other losses that they may have sustained.

We also rely on a variety of advertising and marketing methods to

drive traffic to our website, but the future availability and viability of

these methods is uncertain, and the costs related to their use may rise. If

this were to occur, we may be unable to attract new members to our

website in a cost-effective manner and our revenue and operating results

would be affected adversely, possibly to a point that would impair our

ability to maintain the InvestP2P.com platform.

We will require substantial additional capital to fund our operations. If

we fail to obtain additional financing, we may be unable to continue

operations.

We have financed almost all of our development and operations to

date with funds provided by InvestP2P.com Founder and Chief Executive

Officer Mark Kanter and Co-founder and Chief Financial Officer Wayne

Kanter. In order to continue development of the InvestP2P.com platform,

we will require substantial additional capital. To meet future financing

requirements, we may raise funds through equity offerings, debt

financings or strategic alliances. These financing arrangements may

involve agreements or covenants that restrict our business activities and

options. Additional funding may not be available to InvestP2P.com on

favorable terms, or at all, and if we cannot raise additional funds we may

be forced to restrict, suspend or terminate our operations.

The market in which we participate is competitive and, if we do not

compete effectively, our operating results could be harmed.

The commercial and small business lending market is extremely

competitive and changing rapidly. With the introduction of new

technologies and the influx of new competitors, we expect competition to

persist and intensify in the future, which could harm our ability to increase

volume on the InvestP2P.com platform.

Our primary competitors include major banking institutions, credit

unions, credit card issuers and other consumer and small business finance

companies, in addition to other peer-to-peer lending platforms and

services such as Prosper Marketplace, Lending Club, Loanio, Pertuity

Direct and Virgin Money. Competition could result in reduced volumes,

reduced fees or the failure of our peer-to-peer lending platform to achieve

or maintain more widespread market acceptance, all of which could harm

our ability to generate revenue and earn a profit. In addition, we may

eventually experience new competition from more established Internet

and software companies, such as eBay, Google, Yahoo! or Microsoft, all

of which possess large customer bases, substantial financial resources and

established distribution channels. If any of these companies or any major

financial institution decides to enter the peer-to-peer lending business,

acquire one of our existing competitors or form a strategic alliance with

one of our competitors, our ability to compete effectively could be

significantly harmed and our operating results could suffer.

Most of our current or potential competitors have significantly

more financial, technical, marketing and other resources than we do and

may be able to devote greater resources to the development, promotion,

sale and support of their platforms and distribution channels. Our potential

competitors may also have longer operating histories, more extensive

customer bases, greater brand recognition and broader customer

relationships than we have. These competitors may be better able to

develop new products, to respond quickly to new technologies and to

undertake more extensive marketing campaigns. Our industry is driven by

constant innovation. If we are unable to compete with such companies and

meet the need for innovation, the demand for and use of our platform

could stagnate or substantially decline.

If we do not promote and maintain our brand in a cost-effective way, we

may lose market share and our revenue may decline.

We believe that developing and maintaining awareness of the

InvestP2P.com brand in a cost-effective way is critical to achieving

widespread acceptance of peer-to-peer lending through InvestP2P.com and

to attracting new borrower and lender members to our platform.

Furthermore, we believe that the importance of brand recognition will

increase as competition in the peer-to-peer lending industry increases.

Successful promotion of our brand will depend largely on the

effectiveness of our marketing efforts and the member experience on our

Internet-based platform. It is likely that our future efforts to build our

brand will require us to incur significant expenses. However, such brand

promotion activities may not produce increased revenue and, even if they

do, any revenue increases may not be sufficient to offset the expenses we

incur to promote our brand. If we do not successfully promote and

maintain our brand, or if we incur substantial expenses in an unsuccessful

attempt to promote and maintain our brand, we may lose our existing

users to our competitors or be unable to attract new users, which would

cause our revenue to decline and may impair our ability to maintain the

InvestP2P.com platform.

We expect to incur net losses in the future. If we become insolvent or

bankrupt, you may lose the entire value of your investment in the Notes.

We currently do not have arrangements in place for backup servicing,

and such arrangements may be limited in the future. If we fail to

maintain operations, you will experience a delay and increased costs

with regard to your expected principal and interest payments on your

Notes, and we may not be able to collect and process repayments from

borrower members.

We currently do not have any arrangements in place for backup

servicing of our borrower loans in the event that we fail to maintain

operation of the InvestP2P.com platform. If our platform becomes

disabled or we become insolvent, we would attempt to transfer our

outstanding loan servicing obligations to a third-party backup servicer.

There are no guarantees that a backup servicer will be able to service the

outstanding borrower loans adequately, and you may experience delays in

payment on your Notes, or no payments at all, if the servicer becomes

unable or unwilling to perform its duties under a backup servicing

agreement that we reach. Moreover, the backup servicer may impose

additional fees that could reduce the value of the payments you receive on

your Notes.

If we were to become subject to a bankruptcy or similar proceeding, the

rights of the holders of the Notes could be uncertain, and payments on

the Notes may be limited and suspended, or terminated. The Notes are

unsecured and holders of the Notes do not have a security interest in the

corresponding borrower loans or in the proceeds of those loans. The

recovery, if any, that a holder of a Note will receive may be substantially

delayed and be substantially less than the outstanding principal and

interest to be paid on the Note. Even funds held by InvestP2P.com in

trust for the holders of Notes may be at risk.

If we were to become subject to a bankruptcy or similar

proceeding, the recovery, if any, that a holder of a Note will receive may

be substantially delayed and be substantially less in value than the

principal and interest due and to become due on the Note. Specifically, the

following consequences may occur:

A bankruptcy or similar proceeding of InvestP2P.com may cause

delays in borrower or co-borrower member payments. Borrower or co-

borrower members may delay payments to InvestP2P.com on account of

borrower loans because of the uncertainties involved in a bankruptcy or

similar proceeding of InvestP2P.com, even if the borrowers have no legal

right to do so. Any such delay would reduce, at least temporarily, the

funds that might otherwise be available to InvestP2P.com to make

payments on the Notes corresponding to those borrower loans.

A bankruptcy or similar proceeding of InvestP2P.com may cause

delays in payments on Notes. The commencement of a bankruptcy or

similar proceeding may, as a matter of law, prevent InvestP2P.com from

making regular payments on the Notes, even if the funds to make such

payments are available. Because a bankruptcy or similar proceeding could

take months or years to complete, a suspension of payment on the Notes

may effectively reduce the value of any recovery that a holder of a Note

may receive by the time any recovery is available, and no such recovery

can be assured.

Interest accruing upon and following a bankruptcy or similar

proceeding of InvestP2P.com may not be paid. In a bankruptcy or similar

proceeding of InvestP2P.com, interest accruing on the Notes during the

proceeding may not be part of the allowed claim of a holder of a Note. If

the holder of a Note receives any recovery on that Note, any such

recovery may be based on, and limited to, the claim of the holder of the

Note for principal and interest accrued only up to the date of the

proceeding, and not thereafter, and no such recovery can be assured.

Because a bankruptcy or similar proceeding could take months or years to

complete, a claim based on principal and interest only up to the start of the

proceeding may be substantially less than a claim based on principal and

interest through the end of the proceeding.

In a bankruptcy or similar proceeding of InvestP2P.com, there

may be uncertainty about whether a holder of a Note has any priority

right to payment with regard to the corresponding borrower loan for that

Note. The Notes are unsecured and holders of Notes do not have a security

interest in the corresponding borrower loans or in the proceeds of those

corresponding borrower loans. Accordingly, the holder of a Note may be

required to share proceeds from the corresponding borrower loan with

other creditors of InvestP2P.com. If such sharing of proceeds is deemed

appropriate, the proceeds that are either held by InvestP2P.com in its

clearing account at the time of the bankruptcy or similar proceeding of

InvestP2P.com, or not yet received by the Company from borrower

members at the time of the commencement of the proceeding, may be at

greater risk than the proceeds that InvestP2P.com already holds in its

Pooled FBO account at the time of the proceeding. To the extent that

proceeds from the corresponding borrower loan would be shared with

other creditors of InvestP2P.com, any secured or priority rights of such

other creditors may cause the proceeds to be distributed to such other

creditors before any distribution is made to you on your Note. See "About

the Lending Platform How the Platform Operates Post-Loan Closing

Servicing and Collection" for more information about the clearing account

and the Pooled FBO account.

In a bankruptcy or similar proceeding of InvestP2P.com, there

may be uncertainty about whether a holder of a Note has any right of

payment from assets of InvestP2P.com other than the corresponding

borrower loan. In a bankruptcy or similar proceeding of InvestP2P.com, it

is possible that a Note could be deemed to have a right of payment only

from proceeds of the corresponding borrower loan and not from any other

assets of InvestP2P.com, in which case the holder of the Note may not be

entitled to share the proceeds of such other assets of InvestP2P.com with

other creditors of the Company, whether or not, as described above, such

other creditors would be entitled to share in the proceeds of the borrower

loan corresponding to the Note. Alternatively, it is possible that a Note

could be deemed to have a right of payment from both the borrower loan

corresponding to the Note and from some or all other assets of

InvestP2P.com, for example, based upon the automatic acceleration of the

principal obligations on the Note upon the commencement of a

bankruptcy or similar proceeding, in which case the holder of the Note

may be entitled to share the proceeds of such other assets of

InvestP2P.com with other creditors of the Company, whether or not, as

described above, such other creditors would be entitled to share in the

proceeds of the borrower loan corresponding to the Note. To the extent

that proceeds of such other assets would be shared with other creditors of

InvestP2P.com, any secured or priority rights of such other creditors may

cause the proceeds to be distributed to such other creditors before any

distribution is made to you on your Note.

In a bankruptcy or similar proceeding of InvestP2P.com, there

may be uncertainty about the rights of a holder of a Note, if any, to

receive payment from funds in the clearing account. If a borrower member

has paid InvestP2P.com on a borrower loan corresponding to a Note

before a bankruptcy or similar proceeding of InvestP2P.com is

commenced, and those funds are held in the clearing account and have not

been used by InvestP2P.com to make payments on the Note as of the date

the proceeding is commenced, there can be no assurance that the

Company will or will be able to use such funds to make payments on the

Note. Other creditors of InvestP2P.com may be deemed to have rights to

such funds that are equal to or greater than the rights of the holder of the

Note. See "About the Lending Platform How the Platform Operates

Post-Loan Closing Servicing and Collection" for more information about

the clearing account.

In a bankruptcy or similar proceeding of InvestP2P.com, there

may be uncertainty about the rights of a holder of a Note, if any, to access

funds in the Pooled FBO account. If a lender member has funds in the

Pooled FBO account at the time a bankruptcy or similar proceeding of

InvestP2P.com is commenced, there can be no assurance that the owner of

the funds will have immediate access to the funds or that the funds will

ultimately be released to the holder of the Note. For example, if a

borrower member has paid InvestP2P.com on a borrower loan

corresponding to a Note before a bankruptcy or similar proceeding of

InvestP2P.com is commenced, and those funds have been used by

InvestP2P.com to make payments on the Note prior to the date the

bankruptcy or similar proceeding is commenced, but the payments on the

Note continue to be held by the Company in the lender member's sub-

account under the Pooled FBO account, there can be no assurance that the

holder of the Note will have immediate access to the funds constituting

the payment or that the funds constituting the payment will ultimately be

released to the holder of the Note. While the Offering of Trust states that

funds held in the Pooled FBO account are trust property and are not

intended to be property of InvestP2P.com or subject to claims of

InvestP2P.com's creditors generally, there can be no assurance that any

future litigation on the matter would not delay or prevent the holder of a

Note from accessing the portion of those funds in which the holder has an

interest. Moreover, United States Bankruptcy Courts have broad powers

and, if we have failed to properly segregate or handle lender member

funds in the Pooled FBO account, a bankruptcy court could determine that

some or all of such funds were beneficially owned by InvestP2P.com and

therefore that they became available to the creditors of InvestP2P.com

generally. See "About the Lending Platform How the Platform Operates

Post-Loan Closing Servicing and Collection" for more information

about the Pooled FBO account.

In a bankruptcy or similar proceeding of InvestP2P.com, there

may be uncertainty about the rights of a holder of a Note, if any, to the

return of the purchase price of a Note even if the corresponding borrower

loan has not been originated. If a Note is purchased by a lender member

and InvestP2P.com has received the proceeds of the purchase at the time

of commencement of a bankruptcy or similar proceeding of

InvestP2P.com, the holder of the Note may be unable to receive a return of

the funds constituting the purchase price of the Note, even if the

corresponding borrower loan has not been funded and originated as of the

date that the proceeding is commenced and even if the funds are held by

InvestP2P.com in the Pooled FBO account. See "About the Lending

Platform How the Platform Operates Loan Funding and Sales of

Notes" for more information about how Notes are purchased and how

borrower loans are funded.

In a bankruptcy or similar proceeding of InvestP2P.com, the

holder of a Note may be delayed or prevented from enforcing

InvestP2P.com's repurchase obligations in cases of verifiable identity

fraud. In a bankruptcy or similar proceeding of InvestP2P.com, any right

of a holder of a Note to require InvestP2P.com to repurchase the Note as a

result of a case of confirmed identity fraud may not be specifically

enforced, and such holder's claim for such repurchase may be treated less

favorably than a general unsecured obligation of the Company. See

"About InvestP2P.com How the Platform Operates Identity Fraud

Reimbursement" for more information about our repurchase obligations in

cases of verifiable identity fraud.

In a bankruptcy or similar proceeding of InvestP2P.com, the

implementation of backup servicing arrangements may be delayed or

prevented. In a bankruptcy or similar proceeding of InvestP2P.com, our

ability to transfer servicing obligations to a backup servicer may be

limited and subject to the approval of a bankruptcy court or other

presiding authority. The bankruptcy process could delay or prevent the

implementation of backup servicing, which may impair the collection of

borrower loans to the detriment of the value of the Notes.

We may not report delinquincies to credit reporting agencies.

This could lead to greater loan defaults.

Part of our mission is to encourage entrepreneurs who may fore go

traditional income opportunities while pursuing a business venture which

could lead to greater job growth in America. We do not want

entrepreneurs to also put their personal credit rating at risk as part of

their noble efforts, especially if they contribute to the investment

themselves. We feel this will create greater appeal to use our platform for

business loans and spark more business ventures in general in America.

A trade-off to this approach is it could lead to greater loan defaults

by not having the added risk to personal credit if a business does not

succeed. While we do offer at a cost to the borrow, credit reporting as

an add on option in the event of a loan default or delinquency to help a

borrower achieve 100% funding on their loan request, such add-on does not

guarantee repayment of the loan.

We rely on third-party banks and other third-party services to disburse

borrower loan proceeds and process borrower repayments. We also rely

on third-party computer hardware and software. If InvestP2P.com is

unable to continue utilizing these services, the Company's business and

ability to service the borrower loans on which the Notes are dependent

for payment may be adversely impacted.

Because we are not a bank, we are prohibited from belonging to

and directly accessing the Automated Clearing House (ACH) payment

network. Therefore, we rely on FDIC-insured depository institutions to

process ACH transactions for us. We currently use J.P. Morgan Chase

ACH services to facilitate lender member deposits into their

InvestP2P.com sub-accounts under the Pooled FBO account, and we use

Intercept Corporation for all other transactions, including dispersing loan

funds to borrower members at origination or to borrowers vendors

according to borrowers lender member voter approved spend requests,

borrower loan repayments and remittances to lenders. ACH network rules

stipulate that, if we experience a high rate of "chargebacks," or reversed

transactions, we may be subject to sanctions and we could be disqualified

from using the network to process payments. If we are prohibited from

using the ACH network or if our relationship with any of our third-party

ACH processors were to be terminated, we may not be able to quickly

find new processors or new ways to transfer funds on behalf of

InvestP2P.com members. Our ability to process payments would therefore

be impaired, and your ability to receive payments on your Notes could be

delayed or permanently impaired. We may alternately use third party

financial service providers such as Paypal, Google Checkout or

Revolution Money Exchange and the like, for collection and/or

disbursements. We may be subject to periodic review or approval

processes and policies of such providers whose terms may change from

time to time. Any failure to comply with their terms or meet their

approval standards or any failure or interruption of such services could

limit our ability to process financial transactions in a timely manner or

at all in the future.

We also rely on computer hardware housed by third-parties and on

software licensed form third parties to operate the InvestP2P.com

platform. This hardware and software may become unavailable on

commercially reasonable terms in the future, if at all. If we cannot

continue to obtain these services, or if we cannot transition to another

service provider quickly, our ability to operate the InvestP2P.com platform

could suffer, and your ability to receive payments on your Notes could be

delayed or permanently impaired.

If the security of InvestP2P.com members' confidential information that

is stored in our systems is breached or otherwise subjected to

unauthorized access, your secure information may be stolen, our

reputation may be harmed and we may be exposed to liability.

The InvestP2P.com platform stores our borrower, co-borrower and

lender members' bank information and other personally-identifiable

sensitive data. Any accidental or willful security breaches or other

unauthorized access could cause your secure information to be stolen and

used for criminal purposes. Security breaches or unauthorized access to

secure information could also expose us to liability related to the loss of

the information, time-consuming and expensive litigation and negative

publicity. If security measures are breached because of third-party action,

InvestP2P.com personnel error, malfeasance or otherwise, or if design

flaws in our software are exposed and exploited, and, as a result, third

parties or disaffected personnel obtain unauthorized access to any of our

members' data, our relationships with our members will be severely

damaged, and we could incur significant liability. Because techniques

used to obtain unauthorized access or to sabotage systems change

frequently and generally are not recognized until they are launched against

a target, we and our third-party hosting facilities may be unable to

anticipate these techniques or to implement adequate preventative

measures. In addition, many states have enacted laws requiring companies

to notify individuals of data security breaches involving their personal

data. These mandatory disclosures regarding a security breach are costly

to implement and often lead to widespread negative publicity, which may

cause our users to lose confidence in the effectiveness of our data security

measures. Any security breach, whether actual or perceived, would harm

our reputation, and we could lose members.

Our ability to service the borrower loans and the Notes, and our ability

to maintain accurate records of transactions and accounts, may be

adversely affected by computer viruses, physical or electronic break-ins

and similar disruptions.

The InvestP2P.com platform is Internet-based and involves the

storing of sensitive information on hard drives housed in an external

hosting facility, which may make it vulnerable to many kinds of electronic

and physical break-ins, computer viruses and other similar disruptions. If

the platform becomes subject to any accidental or intentional security

breaches by a computer hacker, or becomes subject to other unauthorized

access, there would be an increased risk of fraud being perpetrated on the

platform. Such fraud could involve the theft of a borrower member's

identity. If you purchase a Note under such fraudulent circumstances, you

may not receive the principal or interest payments that you expected to

receive on the Note. Electronic or physical disruptions could also impair

our ability to accurately process payments to your InvestP2P.com account,

or could induce the destruction of data that would make it difficult or

impossible for us to uphold your rights to repayment on the Notes that you

have purchased. While we have taken steps to prevent malicious activity

and other electronic and physical disruptions on our platform, if we are

unable to prevent such activity, our ability to maintain our platform and to

properly service the borrower loans and the Notes may be impaired, and

you may not receive the principal and interest payments that you expected

to receive on your Notes.

Any significant disruption in service on our website or in our computer

systems could reduce the attractiveness of our platform and result in a

loss of users.

Events outside of our control such as a natural disaster or other

catastrophic event could result in a platform outage and loss of data that

would materially and adversely affect our ability to perform our loan and

Note servicing obligations. The satisfactory performance, reliability and

availability of our technology and our underlying network infrastructure

are critical to our operations, level of customer service, reputation and

ability to attract new users and retain existing users. Our system hardware

is hosted in a hosting facility located in Googleplex owned and operated

by Google. We maintain backups of our data using Iron Mountain. This

does not guarantee that our members' access to the InvestP2P.com website

will be uninterrupted, error-free or secure. Our operations depend on the

ability of Google to protect their and our systems in their facilities against

damage or interruption from natural disasters, power or

telecommunications failures, air quality, temperature, humidity and other

environmental concerns, computer viruses or other attempts to harm our

systems, criminal acts and similar events.

If our arrangement with Google is terminated, or if there is a lapse

in their service or damage to their facilities, we could experience

interruptions in our service in addition to delays and additional expense in

arranging new hosting facilities. Any interruptions or delays in our

service, whether as a result of Google or other third-party error, our own

error, natural disasters or security breaches, whether accidental or willful,

could harm our relationships with our members and our

reputation. Additionally, in the event of damage or interruption, our

insurance policies may not adequately compensate us for any losses that

we may incur. Our disaster recovery plan has not been tested under actual

disaster conditions, and we may not have sufficient capacity to recover all

data and services in the event of an outage at the Googleplex

facility. These factors could prevent us from processing or posting

payments on the borrower loans or the Notes, damage our brand and

reputation, divert our staffs' attention, reduce our revenue, subject us to

liability and cause users to abandon our platform, any of which could

adversely affect our business, financial condition and results of

operations.

Competition for personnel and employees is intense, and we may not be

able to attract and retain the highly skilled individuals whom we need to

support our business.

Competition for highly skilled technical and financial personnel is

extremely intense. We may not be able to hire and retain these personnel

at compensation levels consistent with our existing compensation and

salary structure. Many of the companies with which we compete for

experienced personnel and employees have greater resources than we

have and may be able to offer more attractive terms of employment.

In addition, we invest significant time and expense in training our

staff members, which increases their value to competitors who may seek

to recruit them. If we fail to retain our personnel, we could incur

significant expenses in hiring and training their replacements and the

quality of our services and our ability to serve InvestP2P.com borrower,

co-borrower and lender members could diminish, resulting in a material

adverse effect on our business.

Our growth could strain our personnel resources and infrastructure,

and if we are unable to implement appropriate controls and procedures

to manage our growth, we may not be able to successfully implement

our business plan.

As we continue to promote and develop our business, our growth

in headcount and operations will place significant strains on our

management and on our administrative, operational and financial

reporting infrastructure.

Our success will depend in part on the ability of our senior

management to manage effectively the growth that we achieve. In order to

do so, we must continue to hire, train and manage new employees and

other personnel as needed. If our new hires perform poorly, or if we are

unsuccessful in hiring, training, managing and integrating these new

employees, or if we are unsuccessful in retaining our existing personnel,

our business may be harmed. To manage the expected growth of our

operations and personnel, we will need to continue to improve our

operational and financial controls and update our reporting procedures and

systems. The addition of new employees and the system development that

we anticipate will be necessary to manage our growth will increase our

cost base, which will make it more difficult to offset any future revenue

shortfalls by reducing expenses in the short term. If we fail to successfully

manage our growth, we will be unable to execute our business plan.

If we fail to retain our key personnel, we may not be able to achieve our

anticipated level of growth and our business could suffer.

Our future depends, in part, on our ability to attract and retain key

personnel. Our future also depends on the continued contributions of our

executive officers and other key technical personnel, each of whom would

be difficult to replace. In particular, Mark Kanter, our Founder and Chief

Executive Officer, is critical to the management and development of our

business and operations and to the shaping of our strategic direction. The

loss of the services of Wayne Kanter or other executive officers or key

personnel and the process to replace any of our key personnel would

involve significant time and expense and may significantly delay or

prevent the achievement of our business objectives.

It may be difficult and costly to protect our intellectual property rights,

and we may be unable to ensure their protection.

Our ability to maintain the InvestP2P.com platform, originate

borrower loans and perform our servicing obligations on the loans and on

the Notes depends, in part, upon our proprietary technology. We have

prepared an application fora patent covering various aspects of our

platform, but there are no guarantees that a patent will be granted. Even if

a patent were issued, there is no guarantee that a third party will be

unsuccessful in challenging it. We may not protect our proprietary

technology effectively, which could allow competitors to duplicate our

products and adversely affect our ability to compete with them. In

addition, a third party may attempt to reverse engineer or otherwise obtain

and use our proprietary technology without our consent. In addition, our

platform may infringe upon claims of third-party patents and we may face

intellectual property challenges from such other parties. We may not be

successful in defending against any such challenges or in obtaining

licenses to avoid or resolve any intellectual property disputes. Our

technology may also become obsolete, and there is no guarantee that we

will be able to successfully develop, obtain or use new technologies to

adapt our platform to compete with other peer-to-peer financial platforms,

if they develop. If we cannot protect our proprietary technology from

intellectual property challenges, or if the InvestP2P.com platform becomes

obsolete, our ability to maintain the InvestP2P.com platform, originate

borrower loans and perform our servicing obligations on the loans and on

the Notes could be adversely affected.

Purchasers of Notes will have no control over InvestP2P.com and will

not be able to influence InvestP2P.com corporate matters.

We are not offering any equity in this offering. Lender members

who purchase Notes offered through the InvestP2P.com platform will have

no equity interest in InvestP2P.com and no ability to vote on or influence

the Company's corporate decisions. Therefore, our stockholders will

continue to exercise 100 percent voting control over all of our corporate

matters, including the election of directors and approval of significant

corporate transactions, such as a merger or other sale of our company or

its assets.

RISKS RELATED TO COMPLIANCE AND REGULATION

The InvestP2P.com platform may fail to comply with various borrower

protection laws such as state lending laws and regulations, including

licensing and disclosure requirements and applicable sections of the

federal Consumer Credit Protection Act, including, but not necessarily

limited to, the Fair Credit Reporting Act, Equal Credit Opportunity Act,

Fair Debt Collection Practices Act, and Truth-in-Lending Act. Borrower

members may make counterclaims regarding the enforceability of their

obligations under the loans they have been issued on the InvestP2P.com

platform after collection actions have commenced, or otherwise seek

damages under these laws. Compliance with such regulatory regimes is

also costly and burdensome.

The operation of the InvestP2P.com platform must comply with

regulatory regimes applicable to commercial and small business credit

transactions. Because our platform is a new and unique concept,

compliance with different aspects of these regimes remains untested. State

laws generally regulate interest rates and other charges, certain disclosures

that must be made and certain licenses for different activities. In addition,

other state laws, public policy and general principles of equity relating to

consumer protections, unfair and deceptive practices and debt collection

practices may be applicable to the origination, servicing and collection of

the borrower loans. Our platform is also subject to other federal and state

laws, including:

the federal Truth-in-Lending Act and Regulation Z promulgated

thereunder, and similar state laws, which require certain disclosures to be

made to borrower members regarding the terms of their borrower loans;

the federal Equal Credit Opportunity Act and Regulation B promulgated

thereunder, which prohibit any discriminatory practices on the basis of age

(with certain limited exceptions), race, color, sex, religion, marital status,

national origin, receipt of public assistance or the exercise of any right

under the Consumer Credit Protection Act, in the extension of credit;

the federal Fair Credit Reporting Act, which regulates the use and

reporting of information related to each borrower member's credit history;

and

the federal Fair Debt Collection Practices Act and similar state debt

collection laws, which regulate debt collection practices by "debt

collectors" and prohibit such debt collectors from engaging in certain

practices when collecting, and attempting to collect, consumer and small

business loans that are outstanding.

We may have failed to comply with these laws in the past, and may

fail to comply with them in the future. Compliance with these laws is

costly and time-consuming, and limits our operational flexibility. See

"Government Regulation" for more information.

Noncompliance with laws and regulations may impair our ability to

originate and service borrower loans.

Generally, failure to comply with the laws and regulatory

requirements applicable to our business may, among other things, limit

our, or a collection agency's, ability to collect all or part of the principal

or interest on the borrower loans on which the Notes are dependent and, in

addition, could subject us to damages, revocation of required licenses or

other authorities, class action lawsuits, administrative enforcement

actions, and civil and criminal liability, which may harm our business and

ability to maintain our platform and may result in borrower members

rescinding their borrower loans. Where applicable, we seek to comply

with state lending, servicing and similar statutes.

In all U.S. jurisdictions with licensing or other requirements that

we believe may be applicable to the InvestP2P.com platform, we have

obtained any necessary licenses or comply with the relevant

requirements. Nevertheless, if we are found to be in noncompliance with

any applicable laws, we could lose one or more of our licenses or

authorizations or face other sanctions, which may have an adverse effect

on our ability to continue to originate borrower loans through our

platform, perform our servicing obligations or make our platform

available to borrowers in particular states, which may impair your ability

to receive the payments of principal and interest on your Notes that you

expected. See "Government Regulation" for more information.

If we establish a relationship with a national or state chartered lending

institution for the purpose of being able to lend to qualified borrower

members on a uniform basis throughout the United States, and that

relationship were to subsequently be terminated, we would need to rely

on individual state lending licenses or exemptions from licensing

requirements to originate borrower loans.

Several lawsuits have sought to recharacterize certain loan marketers

and other loan originators as lenders. If we establish a relationship with

a national lending institution for the purpose of being able to lend to

qualified borrower members on a uniform basis throughout the United

States, and if litigation on similar grounds were successful against us,

borrower loans originated through our platform could remain subject to

state consumer protection laws in a greater number of states.

Several lawsuits have brought under scrutiny the association

between high-interest "payday loan" marketers and banks that are

chartered in other states. These lawsuits assert that payday loan marketers

use out-of-state lenders in order to evade the consumer protection laws

imposed by the states where they conduct business. Such litigation has

sought to recharacterize the loan marketer as the lender for purposes of

state consumer protection law restrictions. Similar civil actions have been

brought in the context of gift cards. We believe that, if we establish a

relationship with a national lending institution, our activities would be

distinguishable from the activities involved in these cases. However, in

some instances, this litigation has been successful, and we cannot

guarantee that similar action taken against us will be unsuccessful.

Additional state consumer protection laws would be applicable to

the borrower loans originated through the InvestP2P.com platform if we

were recharacterized as a lender after establishing a relationship with a

national lending institution, and the borrower loans could then be voidable

or unenforceable. In addition, we could be subject to claims by borrower

members, as well as enforcement action by regulators. Even if we were

not required to cease doing business with residents of certain states or to

change our business practices to comply with applicable laws and

regulations, we could be required to register or obtain licenses or

regulatory approvals that could impose a substantial cost and regulatory

burden on us. To date, no actions have been taken or threatened against us

on the theory that we have engaged in unauthorized lending. However,

such actions, should they be taken in the future, could have a material

adverse impact on our business.

As Internet commerce develops, federal and state governments may

propose, draft and enact new laws to regulate Internet commerce, which

may negatively impact our business.

As Internet commerce continues to develop, increasing regulation

by federal and state governments becomes more likely. Our business

could be negatively impacted by the application of existing laws and

regulations or the enactment of new laws and regulations applicable to

peer-to-peer lending. The cost to comply with such laws or regulations

could be significant and would increase our operating expenses.

Furthermore, we may be unable to pass along those costs to our members

in the form of increased fees. In addition, federal and state governmental

or regulatory agencies may decide to impose taxes on services provided

over the Internet. These taxes could discourage the use of the Internet as a

means of, and forum for, commercial and business lending, which would

adversely affect the viability of our platform.

Our legal and regulatory compliance burdens and costs will

significantly increase as a result of operating as a public company

following the date of this prospectus. Specifically, our management will

be required to devote substantial time to compliance matters.

After the date of this prospectus, we will become a public, SEC-

reporting company and will incur significant legal, accounting and other

expenses that we did not incur when we were a private company. Our

management and other personnel will be required to devote a substantial

amount of time to SEC reporting and compliance requirements. Moreover,

public company rules and regulations will increase our legal and financial

compliance costs and will make some activities more time-consuming and

costly. For example, these rules and regulations may make it more

expensive for us to obtain director and officer liability insurance coverage

and more difficult for us to attract and retain qualified persons to serve as

directors or executive officers.

In addition, the Sarbanes-Oxley Act requires, among other things,

that we maintain effective internal control over financial reporting and

disclosure controls and procedures. In particular, for the year ending

December 31, 2009 we must perform system and process evaluation and

testing of our internal control over financial reporting to allow

management and our independent registered public accounting firm to

report on the effectiveness of our internal controls over financial

reporting, as required by Section 404 of the Sarbanes-Oxley Act. Our

testing, or the subsequent testing by our independent registered public

accounting firm, may reveal deficiencies in our internal control over

financial reporting that are deemed to be material weaknesses. In order to

comply with Section 404, we may incur substantial accounting expense,

expend significant management time on compliance-related issues, and

hire additional accounting and financial staff with appropriate SEC-

reporting and compliance experience and technical accounting

knowledge. Moreover, if we are unable to comply with the requirements

of Section 404 in a timely manner, or if we or our independent registered

public accounting firm identify deficiencies in our internal control over

financial reporting that are deemed to be material weaknesses, we could

be subject to sanctions or investigations by the SEC or other regulatory

authorities, which would require additional financial and management

resources.

If we are required to register under the Investment Company Act of

1940, our ability to conduct business could be materially adversely

impacted.

The Investment Company Act of 1940 (the "Investment Company

Act"), contains substantive legal requirements that regulate how

"investment companies" are permitted to conduct their business

activities. We believe that we have conducted, and we intend to continue

to conduct, our business in a manner that does not result in our company

being characterized as an investment company. However, if we are

deemed to be an investment company under the Investment Company Act,

we may be required to institute burdensome compliance requirements and

our activities may be restricted, which would have a materially adverse

impact on our business, financial condition and operating results. If we

were deemed to be an investment company, we may also attempt to seek

exemptive relief from the SEC, which could impose significant costs and

delays on our business.

FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that involve

substantial risks and uncertainties. All statements, other than statements of

historical facts, included in this prospectus regarding InvestP2P.com

lender, borrower or co-borrower members, credit scores and grading, our

strategy, future operations, future financial position, future revenue,

projected costs, prospects, plans, objectives of management and expected

market growth are forward-looking statements. The words "anticipate,"

"believe," "estimate," "expect," "intend," "may," "plan," "predict,"

"project," "will," "would" and similar expressions are intended to identify

forward-looking statements, although not all forward-looking statements

contain these identifying words. These forward-looking statements

include, among other things, statements about:

the status of borrower and co-borrower members, their plans and their

ability to repay borrower loans;

expected rates of return and interest rates;

the attractiveness of our lending platform;

our financial performance;

the impact of our new structure on our financial condition and results of

operations;

the availability and functionality of the trading platform;

our ability to retain and hire necessary employees and appropriately staff

our operations;

regulatory developments;

our intellectual property; and

our estimates regarding expenses, future revenue, capital requirements and

needs for additional financing.

We may not actually achieve the plans, intentions or expectations

disclosed in forward-looking statements, and you should not place undue

reliance on forward-looking statements. Actual results or events could

differ materially from the plans, intentions and expectations disclosed in

forward-looking statements. We have included important factors in the

cautionary statements included in this prospectus, particularly in the "Risk

Factors" section, that could cause actual results or events to differ

materially from forward-looking statements contained in this

prospectus. Forward-looking statements do not reflect the potential impact

of any future acquisitions, mergers, dispositions, joint ventures or

investments we may make.

You should read this prospectus and the documents that we have

filed as exhibits to the registration statement, of which this prospectus is

a part, completely and with the understanding that actual future results may

be materially different from what we expect. We do not assume any

obligation to update any forward-looking statements, whether as a result

of new information, future events or otherwise, except as required by law.

USE OF PROCEEDS

We will use the proceeds from the sale of each series of Notes to

fund the corresponding borrower loan that was designated by the lender

members purchasing such series of Notes. See "About the Lending

Platform" for more information. In the event that InvestP2P.com

establishes a relationship with a national lending institution in the future,

the proceeds will be used by InvestP2P.com to purchase the corresponding

borrower loans from the lending institution, which will be the originator

of the loans.

PLAN OF DISTRIBUTION

We will offer the Notes to our lender members at 100 percent of

their principal amount. The Notes will be offered only by InvestP2P.com

through the InvestP2P.com website, and there will be no underwriters or

underwriting discounts. See "About the Lending Platform" for more

information.

ABOUT THE LENDING PLATFORM

Overview

InvestP2P.com operates an Internet-based, peer-to-peer lending

platform where individual and/or business borrower members can take out

borrower loans and individual or corporate lender members can purchase

Notes dependent for payment on payments that InvestP2P.com receives on

the corresponding borrower loans for those Notes. Because we operate

primarily over the Internet and have lower costs than most traditional

financial institutions, and we offer optional credit reporting requirements,

and provide for lender member voting control on the use of loan proceeds

on an ongoing spend-by-spend basis, while enforcing a maximum amount

per spend, we believe that start ups can get loans to fund their business

ideas more so than with other lending options. We also believe that we can

offer lender members attractive interest rates on the Notes that they

purchase.

The InvestP2P.com platform only operates online. Borrower, co-

borrower and lender member registration, loan requests, lender member

commitments, loan origination and loan servicing all occur electronically

through our lending platform. InvestP2P.com services the loans and

collects monthly payments from the borrower or co-borrower members

for the duration of a loan's term.

The platform allows borrower members to post requests for

unsecured personal and/or business loans by indicating the maximum

interest rate they are willing to pay and a desired term of either 12, 24, 36,

48, or 60 months, and a lender member voting approval percentage on

each use of proceeds, and a subject to credit reporting option, and a limit

to each spend amount option and a limit to pay only site certified vendors

option. Upon registration, borrower members may be issued a

InvestP2P.com credit grade based on a credit score obtained for them from

Experian, a credit reporting company. The loan request is then posted on

the InvestP2P.com website, and may include the borrower's credit grade

and other credit summary data, certain self-reported financial information

and whether or not the borrower has purchased our MVP Verification

service or has a co-borrower on their loan. Borrower members can also

select the duration of their loan request offering period (between 1 and 28

days), which is the amount of time that their loan will be open to lender

members for commitment on the platform.

To borrow on the InvestP2P.com platform, our borrower members

must have:

no prior default on a borrower loan taken out through our platform.

Borrower members who post a loan request on the InvestP2P.com

platform should describe their potential uses of the proceeds from their

loan. We will verify or monitor a borrower member's actual use of

proceeds when directed to "In-Network" vendors.

We will look to offer borrower loans in the following 4 states:

California, Florida, Illinois, New Jersey. Each U.S. state imposes different

restrictions on the values and maximum interest rates of the borrower

loans, which may change from time to time. On the InvestP2P.com

website, borrower members can view the minimum and maximum loan

values and the maximum interest rate that their state allows. The platform

will not permit borrower members to request loans that do not conform to

the lending laws of their state. However, if InvestP2P.com partners with a

national lending institution in the future, borrower members residing in

most U.S. states will then be able to request loans between $1,000 and

$50,000 in value, and with interest rates up to 36.0%.

Lender members are able to access the InvestP2P.com website to

deposit funds electronically into a InvestP2P.com account, and then

"declaring" an amount they are willing to commit to the purchase of a

Note that will correspond to a particular borrower loan. Lender members

will fund loans that they find attractive. Lender members can bid as little

as $100 or as much as the entire loan amount.

In the event that 100% percent of a loan is bid on by the end of the

offering period, the loan is originated by InvestP2P.com and a debt

security which we refer to as a Borrower Member Payment Dependent

Note (referred to in this prospectus as a "Note" or, collectively, as the

"Notes") is sold to each of the lender members who were first to commit

on the loan request posting. Each Note is directly associated with a

specific borrower loan; this is referred to as the "corresponding borrower

loan" for that Note. Borrowers can also choose to accept less than 100

percent of the total amount that they requested, as long as at least 35

percent of the loan value has been bid on by the end of the offering period.

We refer to this option as the "partial funding feature" or as a borrower

member's "revised request."

While we use the terms "lender" members and "peer-to-peer" in

this prospectus and on our website for the sake of simplicity, all borrower

loans are currently funded and originated by InvestP2P.com. In the event

that InvestP2P.com establishes a relationship with a national?? lending

institution in the future, the borrower loans will then be originated by the

national?? lending institution. In this case, the originated loans will be

sold and assigned to InvestP2P.com, without recourse to the lending

institution, at a price equal to the principal amount of the borrower loan.

On the InvestP2P.com platform, primary borrower members can

also purchase a service called MVP Verification, in which borrower and, if

applicable, co-borrower members provide InvestP2P.com with certain

documentation so that we can verify employment, financial and other

information. Lender members can see which information has been verified

for borrower or co-borrower members before committing on borrower

loan requests. However, even in instances where borrower or co-borrower

income, employment or other information is verified by InvestP2P.com,

there are no guarantees that a borrower loan will be fully repaid.

The platform also provides borrower members with the

opportunity to have a co-borrower on their loan. A co-borrower is a co-

signer, or guarantor, who is individually and jointly liable for the loan,

alongside the primary borrower. Borrower members with credit grades

below F may be required to have a co-borrower on their loan.

The platform also offers the lender member the opportunity to

follow the loan and have a say in how it will be used. This can offer the

lender member the feeling of running a business and having a stake in the

success of the business.

The use of the MVP Verification service,credit reporting opt-in,

borrower non-voting investment, max spend request amounts, higher

voting requirements on spend requests and co-borrowing are features that

borrower members can use to enhance a loan request.

However, despite these features, investing in the Notes remains

highly risky and speculative, and there are no guarantees that loans will be

repaid, even if borrower members have used our MVP Verification service

or have a co-borrower on their loan. If loans are not repaid that correspond

to your Notes, you will not receive any payments on those Notes. For

more information on the risks involved in committing on loans and

purchasing Notes, see the "Risk Factors" section of this prospectus.

We attract borrower and lender members to our website,

www.InvestP2P.com., through a variety of sources. We drive internet

traffic through member referrals, referrals from third parties such as

online social networks and marketers, through organic search engine

results and paid advertising both online and offline.

InvestP2P.com generates revenue by charging origination and

other fees to borrower members and loan servicing fees to lender

members. Vendor reg/maintenance fees, unregistered vendor payment fees

We also charge a flat fee when borrower members purchase our MVP

Verification service. InvestP2P.com did not act as a lender member on the

platform at any time during its initial period of live operations, but it may

do so in the future. In this case, the company will also derive revenue

from interest income on the loans it partially or fully funds, and will also

be subject to potential losses on those loans.

The Online Peer-to-Peer Lending Industry

Online peer-to-peer lending is a new approach to consumer and

business finance that uses the Internet to connect borrowers and lenders.

Online peer-to-peer lending entails significantly lower operating costs

compared to traditional financial institutions because there are no physical

branch offices and related infrastructure, no deposit-taking or interest

payment activities and limited loan underwriting activities. InvestP2P.com

views peer-to-peer lending as an attractive new market opportunity in the

consumer and business finance industry. Key drivers of peer-to-peer

lending include:

the possibility of lower interest rates for borrower members;

the possibility of attractive rates of return for lender members;

the possibility for borrower, co-borrower and lender members to help each

other by participating in our platform to their mutual benefit;

tightening consumer and business credit markets, particularly among

traditional banking institutions; and

growing acceptance of the Internet as an efficient and convenient forum

for consumer and business transactions.

How the Platform Operates

Registration of InvestP2P.com Members

All prospective borrower, co-borrower and lender members must

first sign up as new members on the InvestP2P.com website. Signing up

for a InvestP2P.com account is free for all members, regardless of any

subsequent borrowing or lending activity. During this initial sign up

process, members must provide their first and last names, their state of

residence, their date of birth and a valid e-mail address where they can be

contacted. Prospective members also choose a user name that will identify

them on the platform and select a password that will be required for

logging in to the password-protected portions of the InvestP2P.com

website. In order to complete the sign-up process, prospective members

must agree to our Terms of Use and Electronic Disclosure Agreement, and

are provided with InvestP2P.com's Privacy Policy.

Once an InvestP2P.com member's account is activated, he or she

may then register as a borrower, co-borrower and/or lender member. As

part of the borrower, co-borrower and lender member registration

processes, all new members must undergo a fraud solutions process to

verify their identities and check them against OFAC watchlists of known

terrorists and criminals. Prospective borrowers or co-borrowers must pay

a one-time verification fee of $100. If prospective borrower or co-

borrower members do not pass the fraud solutions stage, they are

prohibited from posting a loan request on the platform. If lender members

do not pass the fraud solutions stage, they are prohibited from making

bids and purchasing Notes on the platform.

Borrower Members

In order to post requests for unsecured personal and/or business on

the InvestP2P.com website, prospective borrowers must first register as

borrower members. Borrower registration is completed on the platform in

a series of steps in which prospective borrowers are asked to agree to

InvestP2P.com's Borrower/Co-Borrower Member Registration

Agreement, to provide authorization for InvestP2P.com to pull their credit

reports from Experian and to provide authorization that will enable ACH

transactions to and from their bank accounts.

Prospective borrower members must provide InvestP2P.com with

their bank account information, including the routing number and account

number for the account which will be used to transfer funds to and from

their InvestP2P.com accounts. Borrowers will also be asked to provide

self-reported information such as employment status and occupation,

annual income, monthly expenses and other financial data.

During the borrower registration process, members may choose to

request, and some will be required to have, a co-borrower on their loan. A

co-borrower is a co-signer who is individually and jointly liable for a loan,

and is obligated to make payments on the loan if the primary borrower

becomes delinquent. Borrower members also have the option of

purchasing InvestP2P.com's MVP Verification service, in which

InvestP2P.com will verify certain income, employment and other

information after obtaining relevant documentation from the borrower

and/or co-borrower members.

Borrower members must:

be at least 18 years of age;

be U.S. citizens or permanent residents;

reside in a U.S. state in which InvestP2P.com currently issues loans;

have a valid email address;

have a valid U.S. social security number;

have an account at a financial institution with a valid routing transit

number;

have no prior defaults on a borrower loan taken out on our platform.

Co-borrower Members

1. Since co-borrower members become responsible for the

repayment of a loan in the event of primary borrower delinquency or

default, the standards for becoming a co-borrower member on the

InvestP2P.com platform are the same as those for becoming a borrower

ember. As long as InvestP2P.com is issuing loans on a state-by-state

basis, the co-borrower must reside in a state where InvestP2P.com is

authorized to issue loans, or is exempt from any licensing requirements,

and that has a maximum interest rate cap equal to or greater than the

interest rate indicated in the primary borrower member's loan request. Co-

borrowers are required to sign the same Borrower/Co-Borrower Member

Registration Agreement as primary borrowers.

Lender Members

In order to bid on borrower loans, purchase Notes corresponding

to those loans and subsequently resell those Notes on the Note trading

platform when and if it is created, InvestP2P.com members must register

as lender members on the platform. Lender member registration is

completed on the platform in a series of steps in which prospective lender

members are asked to agree to InvestP2P.com's Lender Member

Registration and Note Purchase Agreement, to sign a Tax Withholding

Certification and to provide authorization that will enable ACH

transactions between their bank and InvestP2P.com accounts. Prospective

lender members must also agree to InvestP2P.com's credit profile

authorization so that their identities can be verified through our fraud

solutions process provided by Experian.

Lender members must:

be at least 18 years of age;

have a valid bank account; and

have a valid U.S. social security number; or

be a corporate entity with a taxpayer identification number.

Individual lender members may not have more than $1,000,000 in

committed bids plus the amount outstanding on their previously purchased

Notes. A corporate lender member may not have more than $1,000,000 in

committed bids plus the amount outstanding on its previously purchased

Notes. Additional financial suitability or other requirements for lender

members may be implemented in the future. See "Financial Suitability

Requirements" for more information.

Borrower Member Loan Requests

In order to take out an unsecured personal and/or business loan

from InvestP2P.com, a borrower member must create a loan request that

will be posted on the InvestP2P.com website. A loan request posting is a

description of the specific terms of a loan that has opened for declaration

on the lending platform. A posting may include self-reported information

from the borrower member requesting the loan and credit information

about the borrower provided by Experian, along with the borrower

member's InvestP2P.com credit grade. If applicable, co-borrower self-

reported information and credit information from Experian may also be

included in the posting. A posting states the principal amount of the loan

request, the term (12, 24, 36, 48, or 60 months) and the maximum interest

rate the borrower is willing to pay. Currently, loans will be offered for 60

months and 36% interest rate. A loan request posting may also include a

written description from the borrower of what the loan proceeds may be

used for. However, InvestP2P.com has no way of verifying that the

proceeds of any loan will actually be used for the purposes described in a

posting.

Each U.S. state imposes different restrictions on the values and

maximum interest rates of the borrower loans, which may change from

time to time. On the InvestP2P.com website, borrower members can view

the minimum and maximum loan values and the maximum interest rate

that their state allows. The platform will not permit borrower members to

request loans that do not conform to the lending laws of their state.

However, if InvestP2P.com partners with a national lending institution in

the future, borrower members residing in most U.S. states will then be

able to request loans between $1,000 and $50,000 in value, and with

interest rates up to 36.0%.

Borrower members who already have one outstanding loan issued

through the platform may post another loan request to attempt to take out

up to one additional loan, provided that:

the aggregate outstanding principal balance of both borrower loans does

not exceed the maximum allowable loan amount for each borrower

member, currently set at $100,000;

borrower members are current on their existing borrower loan, and have

not been more than 30 days past due in making their most recent monthly

loan payments for a period of at least six months; and

borrower members may not post a listing for a second borrower loan

within six months following the date of origination of their existing

borrower loan.

Borrower members who have been issued loans may also serve as

co-borrowers on one other loan, provided that the aggregate value of their

borrower loan and the loan for which they are serving as a co-borrower

does not exceed the greater of $100,000, or higher based on ip2p.com debt

to income ratio we set or a lesser value as permitted by applicable state

law. InvestP2P.com borrower member eligibility requirements for second

loans are subject to change from time to time.

Loan Request Postings and Borrower Member Information Available

on the InvestP2P.com Website

After a loan request is complete and has undergone our internal

review process, the request, if approved, is posted on our website and

becomes available for viewing and committing to by lender members. By

committing on a loan request, a lender member is committing to the

purchase of a Note that will be dependent for payment on payments

InvestP2P.com receives on that loan, if it is funded and originated. Lender

members may be able to view:

the borrower and, if applicable, the co-borrower member's user name,

state of residence, employment status, employer, occupation category,

educational affiliations and status and social affiliations;

the loan amount requested;

the term of the loan;

the maximum interest rate acceptable to the borrower member;

the current interest rate as determined by InvestP2P.com and/or the lender

members;

the number of committees on the loan and the amount of funds that have

been committed;

the time remaining for the funding period;

the borrowers credit reporting commitment status

the borrowers own commitment amount and non-voting status if elected

the borrowers commitment toward using only investp2p.com certified

vendors or not

the percentage of voting control on spends the borrow gives to committed

lender members

a description of the purpose of the loan;

information from the borrower and, if applicable, the co-borrower

member's credit report;

self-reported income information for the borrower and, if applicable, the

co-borrower member, including current annual salary, net monthly

income, other monthly income and adjusted gross income for the previous

year;

self-reported and estimated expense information for the borrower and, if

applicable, the co-borrower member, such as primary residence mortgage

payments or rent, transportation expenses (including automobile loans,

gasoline, and car insurance), credit card expenses, utilities, food,

secondary residence mortgage payments or rent, real estate taxes,

household repairs and maintenance expenses and clothing and child care

expenses;

the borrower and, if applicable, the co-borrower member's assets,

including home-ownership status, equity in their home, the value of their

investments such as stocks or bonds in brokerage or retirement accounts

and the value of other personal property;

whether the borrower has purchased our MVP Verification service and, if

so, the documentation that has been obtained and the information that has

been verified by InvestP2P.com;

any questions that have been posed to the borrower by lender members

and any answers that have been delivered; and

The following information based on borrower and, if applicable, co-

borrower member credit files held with Experian will also be displayed in

loan request postings:

the InvestP2P.com credit grade that we have assigned to the borrower and,

if applicable, to the co-borrower member;

their home ownership status;

their debt-to-income ratio, which is the ratio between the amount of a

borrower member's monthly non-mortgage debt servicing payments and

the amount of their self-reported monthly income;

their bankcard utilization ratio, which is the ratio of the total balance

used to the aggregate credit limit on all of a borrower member's open

bankcards;

the number of accounts on which they are currently listed as late on a

payment;

the total past-due amount that they owe on all delinquent and charged-off

accounts;

the number of delinquencies more than 90 days past due on their credit

report in the last seven (7) years;

the number of negative public records (such as, for example, bankruptcies,

liens and judgments) on their credit report over the last twelve (12)

months, and over the last ten (10) years;

the month and year they opened their first recorded credit line (e.g.,

revolving, installment or mortgage credit);

the total number of credit lines appearing on their credit report, and the

number that are open and current;

the total balance on all of their open revolving credit lines; and

the number of inquiries made in the last six (6) months by creditors on

their credit report.

Borrower Member Credit Criteria and Underwriting

Before a loan request is submitted on the platform, we evaluate

whether the prospective borrower member meets the required criteria for

borrowing on InvestP2P.com. This criteria includes:

a minimum InvestP2P.com credit grade of NC, or a co-borrower on the

loan with a credit score of at least NC; and

no prior defaults on a borrower loan taken out on our platform.

There are additional requirements for borrower members who already

have one outstanding loan through the InvestP2P.com platform, and are

seeking to take out a second loan. See "About the Lending Platform

Borrower Member Loan Requests" for more information.

We may assign a InvestP2P.com credit grade based on an

underlying credit score for each borrower and co-borrower member on the

platform as an indication of the relative level of credit risk that they

pose. In general, higher credit scores are reflective of lower estimated

default risk.

The InvestP2P.com credit grades that are assigned to each borrower

and co-borrower member are based on the VantageScore credit scoring

system provided by Experian. However, we may from time to time change

the type or source of credit score that we use to assign InvestP2P.com

credit grades to borrower and co-borrower members. We currently

establish InvestP2P.com credit grades by converting a borrower or co-

borrower member's numerical VantageScore into one of the

InvestP2P.com credit grade categories listed below:

VantageScore Credit Score Range InvestP2P.com Credit Grade

Assigned

784-990 A+

728-783 A

701-727 B+

692-700 B

668-691 C+

660-667 C

633-659 D+

624-632 D

604-623 D-

569-603 E

501-568 F

No Score NC

The VantageScore model that we may use to assign InvestP2P.com

credit grades to borrower and co-borrower members was developed

jointly by Experian, Equifax and TransUnion, the three major U.S. credit

reporting companies. VantageScore is a unique scoring model because it

was developed by standardizing definitions of credit characteristics that

have traditionally been different for each of the credit reporting

companies, which led to multiple scoring systems and different

assessments of borrower risk. The VantageScore was designed to provide

a more consistent risk measurement.

The following consumer characteristics, each with a different

weight as indicated, contribute to a borrower or co-borrower member's

VantageScore:

Debt Repayment History (32%)

Credit Utilization (23%)

Recently Reported Current and Delinquent Balances (15%)

Length of Credit History and Types of Credit Used (13%)

Recently Opened Credit Accounts and Credit Inquiries (10%)

Available Credit (7%)

More information about VantageScore can be found at

www.vantagescore.experian.com. InvestP2P.com member VantageScores

may be different from the scores assigned by other scoring systems, such

as Experian's Scorex PLUS or FICO. For this reason, a borrower or co-

borrower member's InvestP2P.com credit grade, because it is based on

their VantageScore, may not be an accurate reflection of their

creditworthiness. See "Risk Factors Risks Related to the Notes and the

Corresponding Borrower Loans" for more information.

When a borrower member wants to post a loan request on the

platform, we may retrieve his or her credit report from an Experian

database, unless the borrower has previously requested a loan and the

credit report we already have on file for the borrower is less than 30 days

old. If a credit report currently on file for a borrower or co-borrower

member with an active loan request is not less than 30 days old, we may

obtain a new credit report, which may change the InvestP2P.com credit

grade assigned to the borrower.

InvestP2P.com uses borrower and co-borrower member credit

reports to help verify their identities, to obtain their Experian

VantageScore credit scores and assign to them a InvestP2P.com credit

grade based on that score. The credit reports are also used to determine

their current amount of non-mortgage debt, so as to determine their debt-

to-income ratio, and to identify and display as part of the loan request

certain characteristics and information from their credit profiles,

including, but not limited to, the number, age, type and status of their

currently reported credit lines, public records (such as bankruptcies and

judgments) and mortgage loans, and the number of their recent requests

for credit.

Borrower and, if applicable, co-borrower member credit grades

may be displayed in all loan request postings and may be available for

viewing by all members. However, while VantageScore credit score

ranges are displayed for the lender members, exact numerical credit scores

are not displayed or disclosed to anyone.

Borrower Member Financial Information is Generally Unverified

Financial and other information presented by borrower and co-

borrower members is generally unverified, and InvestP2P.com does not

confirm in any way a borrower member's ability to afford a loan that they

take out on the platform. Unverified information presented in borrower

member loan requests includes their income, expenses and employment

status, in addition to their description of the purpose for the loan.

Certain financial statistics that InvestP2P.com calculates on behalf of

borrower and co-borrower members, and that are subsequently displayed as

part of their profiles, is also unverified. For example, the debt-to-

income ratio, a measurement of a borrower's ability to take on additional

debt, is calculated by dividing self-reported and unverified pre-tax

monthly income into monthly non-mortgage related debt servicing payments

as indicated on the borrower member's credit report.

Moreover, InvestP2P.com does not review or verify any

information in a borrower or co-borrower member's credit report. For

example, if a borrower member's credit report reflects an outstanding

mortgage loan, the borrower is presumed to be a homeowner and is

labeled as such on the platform. But this information is not verified by

InvestP2P.com. We also do not verify how loan proceeds are actually used

by borrower members, which may ultimately be for different purposes

than those stated in their loan request postings. Lender members should

not rely solely on self-reported and unverified information provided in

borrower loan request postings to make their Note purchase decisions.

The Company reserves the right in its Borrower/Co-Borrower

Member Registration Agreement to verify, at any time, all statements and

information provided by borrower and co-borrower members during their

registration process and/or in their final loan request posting, and we have

the right to delay or cancel listings or to refuse to fund a borrower loan if

material misstatements or inaccuracies are found, or cannot be verified for

any reason. In the limited instances where we do verify income,

employment status or other information provided by borrower members,

the verification is performed before the loan is originated. However,

lender members will be unaware that this information is being verified for

a borrower, unless the borrower has purchased our MVP Verification

service.

In limited instances, we conduct random or targeted verifications

on borrower members who have posted loan requests on the platform. We

believe that the random verification process provides a disincentive for

borrower and co-borrower members to misrepresent themselves and their

financial situation in their loan request postings and member profiles. We

also believe that these verification procedures will be useful in terms of

testing our policies and for statistical analysis of the financial conditions

and behaviors of our borrower members. When a borrower or co-borrower

member is selected for random or targeted verification, we contact the

member by telephone or email and ask them to submit documentation that

can confirm certain self-reported information in their loan request.

We only conduct random verifications in between the time of a

loan request posting and the funding of that loan. However, lender

members reviewing these borrower member loan requests will be unaware

that the information has been verified. Only borrower members that have

purchased our MVP Verification service will have icons added to their

postings to indicate that documents have been reviewed, and information

verified, by InvestP2P.com.

We may conduct targeted, unsolicited verification in the following

situations:

if there is uncertainty regarding a borrower or co-borrower member's

employment or income, such as in cases where a borrower fails to disclose

current employment or a source of income, if a borrower's future income

or employment status appears to be at risk based on information disclosed

by the borrower, or if a borrower has control over the accuracy of

information being disclosed, such as if the borrower is a principal of the

company providing his or her employment or income information;

if there is contradictory or unusual information in a loan request;

if the loan amount requested is high;

if the borrower member has a large amount of outstanding debt

obligations;

if we suspect that a borrower member has outstanding debt obligations

that were not included in the pre-loan or post-loan closing reported debt

level, such as in cases of wage garnishment collection accounts; or

if we suspect any kind of fraud.

We perform income and employment verification in our discretion

as an additional credit and fraud screening mechanism. If a borrower

member fails to provide adequate information in response to an income or

employment verification inquiry, we may remove their loan request

posting from the website, or request additional information. We believe

that our ability to verify borrower income may be useful in certain

circumstances in screening our platform against exaggerated income and

employment representations from borrower members. Lender members,

however, should not rely on a borrower's stated employment or income,

or on our ability to accurately verify such information. We cannot assure

lender members that we will continue to perform income and employment

verification, and we expect that the percentage of loan requests for which

we verify such information will decline as our volumes increase.

Although we attempt to verify the identities of all borrower, co-

borrower and lender members, our fraud detection systems could fail, and

the platform could become subject to identity theft, fraud and material

misstatements. See "Risk Factors Risks Related to the Notes and the

Corresponding Borrower Loans" for more information.

MVP Verification

InvestP2P.com provides primary borrower members the option to

purchase a service called MVP Verification, in which borrower and, if

applicable, co-borrower members submit certain documentation to us so

that we can verify their income, employment and other self-reported

information included in their loan request postings. In these instances,

InvestP2P.com will examine and review the documentation, and take

reasonable steps and use its best efforts to verify the validity of the

information. We may contact third parties to assist in the verification

process. We will indicate in the loan request posting whether or not the

documentation submitted to us provides the same information as that

provided by the borrower and, if applicable, the co-borrower member in

the loan request.

MVP Verification documents can include all or some of the

following, at the members' request:

a notarized statement reaffirming their legal commitment to repay the

loan;

photo identification such as a driver's license or passport;

recent employment pay-stubs;

an authorization form that permits us to confirm income tax return data

with the IRS;

a utility bill with the member's name and address; and/or

recent monthly bank statements.

When our MVP Verification service has been purchased, lender

members can see which information has been verified for borrower or co-

borrower members before bidding on borrower loan requests. However,

even in instances where borrower or co-borrower income, employment or

other information is verified by InvestP2P.com, there are no guarantees

that a borrower loan will be fully repaid.

Currently, MVP Verification costs $100 for any borrower member.

When a borrower is using a co-borrower and has purchased our MVP

Verification service, different documentation may be submitted for the

primary borrower and the co-borrower member. In this circumstance, the

co-borrower may decide not to send any documentation for MVP

Verification. Moreover, primary borrower members may purchase the

MVP Verification service during their loan request process, and then fail

to send in any documentation for review. In this circumstance, no items

will be shown as verified for the borrower member, and the member will

be deprived of the special "MVP" label that is displayed on the website

for loan request postings that have had at least one form of documentation

verified by InvestP2P.com under the terms of our MVP Verification

service.

Co-borrower Members

A co-borrower is a co-signer, or guarantor, who is individually and

jointly liable for a loan, alongside the primary borrower member.

Since they are legally obligated to make payments on a loan if the

primary borrower becomes delinquent, co-borrowers will normally be

trusted friends or family members of the primary borrower. In order to be

a co-borrower on a loan, an individual must:

be at least 18 years of age;

be a resident of the United States;

have a valid social security number; and

In addition, for as long as InvestP2P.com is issuing loans on a state-by-

state basis, the co-borrower member must reside in a state that has a

maximum interest rate cap equal to or greater than the interest rate

indicated in the primary borrower member's loan request.

InvestP2P.com will not attempt to debit a co-borrower member's

bank account until the Company is unsuccessful in collecting money from

a primary borrower's bank account on three separate occasions. If we are

unable to debit a primary borrower account on the due date and two

subsequent days (the 9th and 19th late days), InvestP2P.com will then

attempt to debit the amount, and all unpaid late and failed payment fees,

from the co-borrower's bank account on the 26th late day, unless the

account is brought current by that time. In subsequent months, we will

once again continue to debit the primary borrower's account at least three

times before attempting to debit the co-borrower's account. If the primary

borrower becomes unable to make payments for an extended period of

time, we may begin to debit only the co-borrower's bank account on the

monthly due dates for the borrower loan until such time as the primary

borrower member is able to resume making payments.

To the extent that primary borrower members become late on their

payments, InvestP2P.com will not make payments on the corresponding

Notes until such time as the Company has received payment on the

corresponding borrower loans. In the event that InvestP2P.com is unable

to debit a payment amount on the due date and two subsequent dates, as

described above, payments on the Notes will then depend on payments

made on the corresponding borrower loan by the co-borrower on that loan,

if there is one.

If both the primary borrower and the co-borrower default on a

loan, holders of Notes will not receive any further payments on their

Notes. Having a co-borrower on a loan is not a guarantee that the

borrower loan, or the corresponding Notes, will be paid. There remains a

substantial risk that co-borrower loans will go into default.

Co-borrowers will not play an active role in the loan request

posting process, except for filling out their own member profiles and their

own income, expense, employment and other relevant information.

Co-borrower members may serve as a co-borrower on a maximum

of two loans, but the aggregate value of those loans must not exceed

$100,000, or a lesser value as permitted by applicable state law. Borrower

members who have been issued loans may also serve as co-borrowers on

one other loan, provided that the aggregate value of their borrower loan

and the loan for which they are serving as a co-borrower does not exceed

$100,000, or a lesser value as permitted by applicable state law.

Standard Terms of the Borrower Loans

All InvestP2P.com borrower loans are unsecured obligations of

individual and/or business borrower and, in some cases, co-borrower

members. The loans are issued with a fixed interest rate that is determined

by InvestP2P.com and/or the lender members. The loans can have

maturities of 12, 24, 36, 48, or 60 months, are fully amortizing and are

payable monthly. There may be a deferment of principal and interest for

up to a period of two years from origination. There may also be an interest

only payment option. The loans may be repaid early in whole or in part

without penalty. If a borrower or co-borrower member partially prepays a

loan, the amortization schedule for that loan will be automatically

recalculated for the remainder of the loan's term, and the borrower

member's monthly installment will thereafter be reduced accordingly.

Origination and other Fees Charged to Borrower and Co-Borrower

Members

InvestP2P.com charges borrower members a one-time origination

fee which is deducted from the principal amount of their loan, before the

loan proceeds are disbursed to their trust accounts. The origination fee is

5.0% for loans. The minimum borrower origination fee is $95, which will

be assessed if the fee calculated on a percentage-of-value basis is below

$95. Although the origination fee for co-borrower loans is 1.0% higher

than that for normal loans, the co-borrower members themselves are not

charged an origination fee.

Borrower and co-borrower members are also subject to failed

payment fees, which InvestP2P.com retains, and late payment fees, which

are passed along to lender members net of a servicing fee equal to 1.0% of

the late fee amount. The late payment fee will be equal to the greater of

5.0% of the amount of the unpaid installment, or $15, or a lesser amount

as permitted by applicable law. The failed payment fee will be equal to

$15 per failed payment, or a lesser amount as permitted by applicable law.

There is an additional flat fee of $100 for normal loans or $75 for co-

borrower loans if a borrower member purchases our MVP Verification

service.

The Commitment Process

After a loan request is posted on the InvestP2P.com platform,

lender members can examine the loan and compare it to other loan

requests that are posted and available for commitment at that time. If a

lender member wants to commit to the purchase of a Note, the proceeds of

which will fund a portion or all of the corresponding borrower loan, he or

she submits a "declaration" for the loan. The commitment must have a

minimum value of $100, but can be as high as the total amount of the loan

request. Along with the dollar value of the commitment, the lender

member must accept the rate offered on the Note that will correspond to

the loan, if the loan is originated. Lender members are committing on loan

request postings during the offering, but they are not committing to

purchase the loans directly. Instead, they will be purchasing Notes

dependent for payment on payments that InvestP2P.com receives on the

corresponding borrower loans.

Borrower members are asked to accept the rate they are willing to

pay on their loan during the loan request application process. This rate

will be displayed on the InvestP2P.com website in the posting for each

loan request. Lender members can make a declaration on the loan offered.

If by the end of the 1 to 28 day offering period a borrower loan

does not receive offers totaling at least 35 percent of the amount

requested, or if the loan receives more than 35 percent of the amount

requested and the borrower declines the loan, or if InvestP2P.com cancels

the loan for any reason, the posting expires and no loan is funded to the

borrower member. InvestP2P.com borrower members whose loan request

postings expire with an insufficient aggregate bid value may post a new

loan request on our platform.

How to Commit on Loans and Purchase Notes

In order to Commit on loans and purchase Notes, lender members

first have to deposit money into their online InvestP2P.com account.

When funds become available for committing in their account, typically 3

to 4 days after the transfer request, they can then review borrower profiles

and loan requests and offer on postings that they find attractive. Once the

offering period for a loan expires, the dollar value of the offer will

automatically be debited from the lender member's account and credited

to InvestP2P.com as payment for the Note that is being sold to the lender

member.

A declaration is a commitment made by a lender member to

purchase a Note from InvestP2P.com equal in principal amount to the

dollar value of that bid. Lender members may bid on more than one

borrower loan at the same time, but lender members must have funds in

their InvestP2P.com account equal to or greater than the value of any new

bid or bids that will be made, plus all outstanding bids. Once an offer is

made it is irrevocable. The value of bids can range from $100 up to the

full amount of a loan request. InvestP2P.com may change the minimum

bid amount or implement maximum bid amounts in the future.

Currently, the only way for lender members to commit on loan

requests is to browse through the various postings on the site. This can be

done manually or by using our search function, which can sort live loan

postings by loan amount, maturity, InvestP2P.com credit grade, interest

rate, percentage of funds committed, number of days left in the offering

period and other criteria. The offerings will enable lender members to

diversify their risks across different loans with varying credit, financial

and other characteristics. Premium listings may be offered to prospective

borrowers for a fee whereby such postings may be highlighted on our site

or positioned outside of the normal search results or browse order

Lender members are not directly lending money to borrower or co-

borrower members on the InvestP2P.com platform. While we use the term

"lender" members and "peer-to-peer" in this prospectus and on the

InvestP2P.com website for the sake of simplicity, all borrower loans will

be funded and originated by InvestP2P.com, or by a national lending

institution to be selected in the future. We use the proceeds we receive

from issuance of the Notes to fund the corresponding borrower loans for

those Notes. But while lender members do not directly lend money to

borrower or co-borrower members, they will nevertheless be wholly

dependent on those borrower or co-borrower members for payment on the

Notes they have purchased from InvestP2P.com. If a borrower or co-

borrower member defaults on a borrower loan, InvestP2P.com will have

no obligation to make any payments on the Notes corresponding to that

loan.

Servicing Fees Charged to Lender Members and Impact on Annual

Returns

Lender members are charged an annual servicing fee of 1.0% of

the outstanding principal balance on the corresponding borrower loan for

each Note they hold. The fee accrues daily the same way in which

borrower member interest payments are calculated, and is deducted from

each monthly borrower member payment before lender members receive

their pro rata share of the payment amount. The servicing fee will lower

the effective yield on the Notes below their stated interest rate, and

reduces both the principal and interest payments on Notes. InvestP2P.com

will also pay to lender members late payment fees, when charged and

received on delinquent loans, on a pro rata basis, subject to a 1.0%

servicing fee assessed against the value of the late payment.

In the event that collection action must be taken on a delinquent

loan, the Company or its designated third-party collection agency will also

charge a collection fee between 20.0% and 35.0% on any amounts that are

obtained. These fees will thereby reduce the amounts of any payments

lender members receive on their Notes. We may adjust the amount of

these servicing and collection fees from time to time.

Treatment of Lender Member Balances

In order to bid on loan requests, lender members must have

sufficient funds in their sub-account under the InvestP2P.com Pooled FBO

account. This is accomplished by having each lender member authorize an

electronic transfer using the Automated Clearing House, or ACH, network

from the lender member's designated and verified bank account to the

account we currently maintain at J.P. Morgan Chase "for the benefit of"

our lender members. This "FBO account" is a pooled account titled in our

name "for the benefit of" our lender members. The FBO account is a non-

interest bearing demand deposit account. Funds in the FBO account will

always be maintained at an FDIC member financial institution. Our

individual and/or business members have no direct relationship with J.P.

Morgan Chase. We maintain and administer the FBO account.

We are the trustee for the FBO account. In addition to outlining the

rights of lender members, the Offering of Trust provides that we disclaim

any economic interest in the assets in the FBO account and also provides

that each lender member disclaims any right, title or interest in the assets

of any other lender member in the FBO account. No InvestP2P.com

monies are ever commingled with the assets of lender members in the

FBO account.

Under the FBO account, we maintain sub-accounts for each of our

lender members to track and report funds committed by lender members

to purchase Notes, as well as payments received from borrower

members. These record-keeping sub-accounts are purely administrative

and reflect balances and transactions concerning the funds in the FBO

account.

The FBO account is FDIC-insured on a "pass through" basis to the

individual lender members, subject to applicable limits. This means that

each individual lender member's balance is protected by FDIC insurance,

up to the aggregate amounts established by the FDIC. Other funds the

lender member has on deposit with J.P. Morgan Chase, for example, may

count toward the FDIC insurance limits.

Funds of a lender member may stay in the FBO account

indefinitely. Such funds may include funds in the lender member's sub-

account never committed to the purchase of Notes or committed to the

purchase of Notes for which the corresponding borrower loan did not

close, and may also include payments received from InvestP2P.com

related to Notes previously purchased. Upon request by the lender

member, we will transfer lender member funds in the FBO account to the

lender member's designated and verified bank account by ACH transfer,

provided such funds are not already committed to the future purchase of

Notes.

Loan Funding and Sales of Notes

Once the offering period for a loan request ends, if the loan has

received bids in an aggregate amount equal to the total value of the loan

request, or if the borrower member utilizes the partial funding feature, we

proceed with the funding of the borrower loan and with the sale of the

Notes corresponding to that loan to the lender members who are winning

bidders on the loan. When we sell a Note to a lender member and register

the Note on our books and records, we transfer the principal amount of the

Note from the lender member's sub-account under the Pooled FBO

account to a funding account that we maintain. This transfer represents

payment for the Note by the lender member. The proceeds from this Note

sale are designated for the funding of the corresponding borrower loan

selected by the lender member.

Currently, InvestP2P.com is the originator for all borrower loans

issued to borrower members. In the event that InvestP2P.com establishes a

relationship with a national lending institution in the future, the borrower

loans will then be originated by the lending institution. In this case, the

originated loans will be sold and assigned to InvestP2P.com by the lending

institution, without recourse to the lending institution, at a price equal to

the principal amount of the borrower loan.

A borrower loan will normally close during the first business day

after an offering period has ended and we have received Note purchase

commitments in an aggregate amount equal to the total amount of the loan

request, or on the first business day after an offering period has ended and

a borrower is eligible for, and utilizes, the partial funding feature.

Borrower and co-borrower members execute an electronic

Borrower/Co-Borrower Member Registration Agreement at the time they

attorney to sign a promissory note on behalf of the borrower and, if

applicable, the co-borrower member that will represent their legal

obligation to repay a borrower loan. After expiration of a loan request

posting and satisfactory completion of our pre-funding review process, we

execute an electronic promissory note on behalf of the borrower and, if

applicable, the co-borrower member, under power of attorney, in the

amount of the requested borrower loan. In the event that InvestP2P.com

establishes a relationship with a national lending institution in the future,

we will then execute an electronic promissory note in favor of the lending

institution on behalf of the borrower and co-borrower members. The

lending institution will originate the loan to the borrower member, and

will then sell and assign the promissory note to InvestP2P.com, without

recourse to the lending institution.

The promissory note and the Borrower/Co-Borrower Member

Registration Agreement contain customary agreements and covenants

requiring the borrower members and, if applicable, the co-borrower

members to repay their borrower loans and recognizing InvestP2P.com's

role as the owner and servicer of the borrower loans.

Actual names and mailing addresses of all members are known

only to InvestP2P.com. Members can disclose the information and are

encouraged to do so. We maintain custody of the electronically-executed

promissory notes and the electronically executed Notes in electronic form

on our platform.

Identity Fraud Reimbursement

We may repurchase Notes from lender members in cases where the

corresponding borrower loan was obtained through identity fraud. We

generally recognize the occurrence of identity fraud upon receipt of a

police report concerning the identity fraud. This remedy for identity fraud

only provides an assurance that our borrower and co-borrower member

identity verification is accurate; in no way is it a guarantee of a borrower

or co-borrower member's self-reported information (beyond their

identities) or a borrower or co-borrower member's creditworthiness. We

expect the incidence of identity fraud on our platform to be low because

of our identity verification process. As of the date of this prospectus, we

have had no confirmed cases of identity fraud. However, this may be due

in part to our very limited operating history, and there may be cases of

identity fraud on the platform in the future. In cases of confirmed identity

fraud in the future, we will repurchase from lender members the Notes

corresponding to the affected borrower loans for the outstanding principal

amount of those Notes.

Post-Loan Closing Servicing and Collection

After the corresponding borrower loans are funded and the Notes

are sold to lender members and allocated to the FBO account for the

borrower, we begin servicing the borrower loans.

We charge lender members a servicing fee in respect of their Notes

that is equal to a 1.0% annualized rate applied to the outstanding principal

balance of the corresponding borrower loan. We may change the amount

of this servicing fee from time to time.

Our procedures for collecting monthly borrower loan payments as

they come due generally involve the automatic debiting of borrower bank

accounts by ACH transfer, with manual payment by check, or bank draft,

offered in exchange for a 1.0% increase in the borrower member's loan

origination fee.

Borrower loan repayment funds are transferred into a clearing

account in our name, where they remain for 4 days, or until the funds

clear, whichever is shorter. We then make payments on Notes by

transferring the appropriate funds from the clearing account to the Pooled

FBO account and allocating amounts received on specific borrower loans

to the appropriate lender members' sub-accounts. We transfer amounts due

to InvestP2P.com for lender member servicing fees from the clearing

account to an operating account of ours. Lender members may transfer

uncommitted funds out of their sub-accounts under the Pooled FBO

account by ACH transfer to their designated bank account at any time,

subject to normal execution times for such transfers (generally 2 to 3

days).

We disclose the payment performance of the borrower loans to

lender members on our website and report to credit reporting companies.

We have also made arrangements for collections procedures in the event

of borrower member delinquency and default. When a borrower loan is

past due and payment has not been received, we contact the borrower to

request payment. After a 15-day grace period we will, in most cases,

assess a late payment fee. The late payment fee will be equal to the greater

of 5.0% of the amount of the unpaid installment, or $15, or a lesser

amount as permitted by applicable law. This fee may be charged only once

per late payment cycle. Amounts equal to any late payment fees we

receive on borrower loans are paid to holders of the corresponding Notes,

net of a 1.0% servicing fee assessed against the value of the late payment.

We reserve the right to relieve borrower members from late fee charges if

they make a good faith commitment to pay an overdue installment within

a reasonable period of time, and they fulfill this commitment. We may

also work with the borrower or co-borrower member to structure a new

payment schedule for the borrower loan without the consent of any holder

of Notes corresponding to the borrower loan.

In cases of failed payments due to insufficient funds in a borrower

member's account or any other reason, we may charge a failed payment

fee to the borrower member of $15, or a lesser amount as permitted by

applicable law. We retain 100 percent of this failed payment fee.

If a borrower loan becomes more than 30 days overdue, we

identify the loan on our website as "Late 30+," and we either refer the

borrower loan to our in-house collections department or to a third-party

collections agency. Referring an overdue borrower loan to a third-party

collections agency or to our in-house collections department will be

considered reasonable collections efforts. Amounts equal to any

recoveries we receive on late loans are paid to lender members on a pro

rata basis, subject to our 1.0% servicing fee. The recovery amounts may

be subject to collections fees between 20.0% and 35.0% that we or a third-

party collections agency charge. This will reduce payment on the Notes to

below the amounts expected by holders of the Notes.

Lender members can track the status of late borrower loans on our

website. We list such loans as "Late 30+," "Late 60+," "Late 90+," and

"Defaulted." A loan is considered to have defaulted when it is more than

120 days late. Loans that are up-to-date in payments are identified as

"Current." Lender members cannot participate in the collections process

in any way.

If a borrower member dies while a borrower loan is in repayment,

we require the executor or administrator of the estate to send a death

certificate to us, and we file a claim against the borrower member's estate

to attempt to recover the outstanding loan balance. Depending on the size

of the estate, we may not be able to recover the outstanding amount of the

borrower loan. If the estate does not include sufficient assets to repay the

outstanding borrower loan in full, we will treat the unsatisfied portion of

that loan as charged off with zero value. In addition, if a borrower member

dies near the end of the term of a borrower loan, it is unlikely that any

further payments will be made on the Notes corresponding to such

borrower loan, because the time required for the probate of the estate may

extend beyond the initial maturity date and the final maturity date of the

Notes.

Our normal collection process for borrower loans changes in the

event of a borrower member filing bankruptcy. When we receive notice of

a bankruptcy filing, as required by law, we cease all automatic monthly

payments on the borrower loan and defer any other collection activity. The

status of the borrower loan, which the relevant lender members may view

through their InvestP2P.com accounts on the website, switches to

"Bankruptcy." We then determine an appropriate approach to the borrower

member's bankruptcy. If the proceeding is a Chapter 7 bankruptcy filing

seeking liquidation, we attempt to determine if the proceeding is a "no

asset" proceeding, based on instructions we receive from the bankruptcy

court. If the proceeding is a "no asset" proceeding, we take no further

action and assume that no recovery will be made on the borrower loan.

In all other cases, InvestP2P.com will file a proof of claim

involving the borrower member. Any decision to pursue additional relief

beyond the proof of claim in any specific matter involving a borrower

member will be entirely within our discretion and will depend on factors

such as:

if the borrower member used the proceeds of a borrower loan in a way

other than that which was described in the borrower member's loan

request;

if the bankruptcy is a Chapter 13 proceeding, whether the proceeding was

filed in good faith and if the proposed plan reflects a "best effort" on the

borrower member's behalf; and

our view of the costs and benefits to InvestP2P.com of any proposed

action.

Participation in the Funding of Loans by InvestP2P.com and its

Affiliates

We may experience situations where qualified loan requests are

not fully funded by our lender members. In such cases, the Company may

act as a lender member on the platform and directly fund portions of

certain borrower loan requests using credit facilities or other financing

sources. In order to avoid any conflicts of interest that may arise due to

the fact that the Company has access to information not available to the

general population of lender members, InvestP2P.com will not participate

in the declaration process in any way. Instead, after a lender member

funding period for a loan request expires, InvestP2P.com may at its

discretion fund part or all of the difference between the funding

commitments made by lender members and the total value of the loan

request.

In addition, our affiliates, including our executive officers,

directors and shareholders may participate as individual lender members

on the platform. In order to avoid conflicts of interest that may arise due

to the fact that our affiliates may have access to information not available

to the general population of lender members, we have adopted the

following procedures to prevent and/or detect any improper use of such

non-public information:

InvestP2P.com's corporate policies, which are distributed to all directors,

employees and contractors, prohibit any such person's use of non-public

information in their capacity as a lender member on the platform. Any

violation of this policy is grounds for immediate termination.

Security features of our platform limit access to information to only that

required for an employee or contractor to perform his or her job function.

Our internal control procedures include audit trails and audits to identify

and investigate any suspicious bidding activities.

Trading Platform

Lender members may not transfer their Notes except through the

Note trading platform operated by a registered broker-dealer to be selected

in the future. See "About the Lending Platform Description of the

Notes" for more information. This trading platform will be an Internet-

based trading platform on which lender members can offer their Notes for

sale and purchase Notes being sold by other lender members. Transactions

on the trading platform will only be for Notes previously issued to lender

members by InvestP2P.com, and will not consist of any aspect of the

initial offer and sale of Notes to lender members. On the trading platform,

lender members will be able to offer their Notes for sale at a price of their

choosing, and other lender members will have an opportunity to review

these offers, as well as the characteristics of the corresponding borrower

loan for the Notes.

All Notes traded on the trading platform will continue to be

subject to our 1.0% annual servicing fee and all other fees charged to

holders of Notes. Lender members who sell Notes on the trading platform

may also be subject to fees charged by the registered broker-dealer. This

fee will likely be equal to a specified percentage of the resale price of the

Note being sold.

InvestP2P.com is not a registered national securities exchange,

securities information processor, clearing agency, broker, dealer or

investment adviser. All securities services relating to the trading platform

will be provided by a registered broker-dealer to be selected in the future.

Neither InvestP2P.com nor the registered broker-dealer will make any

recommendations with respect to transactions on the trading platform.

There is no assurance that lender members will be able to establish a

brokerage relationship with the registered broker-dealer. Furthermore, we

cannot assure lender members that they will be able to sell Notes that they

offer for resale through the trading platform at the offered price or at any

other price, nor can we offer any assurance that the trading platform will

continue to be available to lender members.

Customer Support

We provide customer support to our borrower, co-borrower and

lender members. The experience of most of our members is entirely web-

based. Detailed information about how our platform works, as well as

information

about the fees associated with using the platform as a borrower, co-

borrower or lender member and the full text of our legal agreements are

posted on our website.

We make additional customer support available to members by

email, telephone, a live chat system and a web-based ticketing system.

Our customer support team is located at our headquarters in W. Dundee,

IL.

Historical Information about Borrower Members and Outstanding

Borrower Loans

Because of the lack of business that was conducted prior to the

date of this prospectus, there is no historical data on our loan volumes,

values, delinquencies and defaults. Therefore this is no indication of the

statistics that may obtain in the future as our volumes increase.

Financial Suitability Requirements

The Notes are highly risky and speculative. Investing in the Notes

should be considered only by persons who can afford the loss of their

entire investment.

Individual lender members may not have more than $1,000,000 in

committed bids plus the amount outstanding on their previously purchased

Notes. A corporate lender member may not have more than $1,000,000 in

committed bids plus the amount outstanding on its previously purchased

Notes.

We will seek to register the offer and sale of our Notes in all 50

U.S. states and Washington, DC. We expect that certain states will impose

minimum financial suitability standards and maximum investment limits

for lender members who are residents of those states. If this occurs, we

will set forth these requirements in a supplement to this prospectus. Under

the Lender Member Registration and Note Purchase Agreement, lender

members are required to represent and warrant that they satisfy the

applicable minimum financial suitability standards and maximum

investment limits of the state in which they reside. Lender members who

fail to satisfy any such requirements will not be permitted to purchase

Notes.

Description of the Notes, Indenture and other Material Agreements

General

The Notes will be issued in series under an indenture to be entered

into between InvestP2P.com and a qualified trustee to be selected in the

future. Each series of Notes will correspond to one borrower loan and

payments on that series will depend on payments that InvestP2P.com

receives on the corresponding borrower loan. All Notes will be U.S. dollar

denominated, fully amortizing and have a fixed rate of interest. The Notes

of each series will have a stated interest rate that is the same as the

interest rate on the corresponding borrower loan and an aggregate stated

principal amount equal to the sum of all lender member purchase commitments

for the Notes, the proceeds of which have been designated by the lender

members to facilitate the funding of the corresponding borrower loan.

Notwithstanding the foregoing, InvestP2P.com has no obligation to

make any payments on the Notes unless, and then only to the extent that,

we have received payments on the corresponding borrower loan. The

Notes will also be subject to full or partial prepayment without penalty. If

a borrower or co-borrower member fails to repay a loan, this will not be

considered a default under the terms of the Notes.

The indenture will not limit the aggregate principal amount of

Notes that InvestP2P.com can issue under the indenture, but each series of

Notes will be effectively limited to a maximum principal amount of

$50,000, which is the maximum allowable principal for a borrower loan at

this time. If in the future we change the maximum allowable principal for

borrower loans, then the maximum aggregate principal amount of Notes

per series will also increase. The aggregate principal amount of Notes of

each series will equal the aggregate amount of funds designated by lender

members to fund the corresponding borrower loan for that series. When

InvestP2P.com acts as a lender member on the platform and funds some or

all of a borrower loan, no Notes will be issued to the Company.

We will use all proceeds we receive from purchases of the Notes to

fund borrower loans, or to purchase such loans from a national lending

institution to be selected in the future, which will, if such a relationship

is established, be the originator for all borrower loans.

Maturity

Notes of each series will have an initial maturity of 12, 24, 36, 48,

or 60 months, plus 4 business days, which is four business days longer

than the term of the corresponding borrower loan. The four business days

allow us to assure the finality of the transfer of funds under the ACH rules

after we receive payments from borrower members. If there are amounts

owing to InvestP2P.com in respect of the corresponding borrower loan at

the initial maturity of a Note, the term of the Note will be automatically

extended by one year, which we refer to as the "final maturity," to allow

the holder to receive any payments that InvestP2P.com receives on the

corresponding borrower loan after the maturity of the corresponding

borrower loan. Following the final maturity of a Note, the holder of that

Note will have no rights to receive any further payments from

InvestP2P.com with respect to that Note.

Ranking

The Notes will be unsecured special, limited obligations of

InvestP2P.com, and will not be contractually senior or contractually

subordinated to any other indebtedness of the Company. InvestP2P.com

will be obligated to make payments on each Note in a series only if, and to

the extent that, the Company receives principal, interest or late payment

fees from the borrower or, if applicable, the co-borrower member on the

corresponding borrower loan. Such borrower loan payments will be

shared ratably among all holders of Notes in the series after deduction of

InvestP2P.com's servicing fees and any payments due to the Company on

portions of the borrower loan funded by the Company in its capacity as a

lender member on the platform. In the event of a bankruptcy or similar

proceeding of InvestP2P.com, the relative rights of the holder of a Note as

compared to the holders of other unsecured indebtedness of the Company

with respect to payment from the proceeds of the borrower loan

corresponding to that Note or other assets of InvestP2P.com is

uncertain. If InvestP2P.com were to become subject to a bankruptcy or

similar proceeding, the holder of a Note will have an unsecured claim

against InvestP2P.com that may or may not be limited in recovery to the

corresponding borrower loan payments.

The indenture will not contain any provisions that would limit

InvestP2P.com's ability to incur indebtedness in addition to the Notes.

Payments and Paying Agents

Subject to the limitations described below under "Limitations on

Payments," InvestP2P.com will make payments of principal and interest

on the Notes upon receiving Borrower Loan Payments (as defined below)

in respect of the corresponding borrower loan, in accordance with the

payment schedule for each Note. Each Note will have a payment schedule

providing for monthly payments over the term of the corresponding

borrower loan. Payment dates for the Notes will fall four business days

after the due date of each installment of principal and interest on the

corresponding borrower loan. The extra four business days will allow us

to ensure that there will be enough time for the transfer of funds under the

ACH rules to receive payments from borrower members.

We request an ACH payment from borrower members on the day

prior to the payment date on their borrower loan, and normally receive

payment within four business days. Borrower loan payments arriving by

ACH transaction are first deposited into our clearing account, and are not

distributed to the Pooled FBO account until the fourth day after the ACH

payment was requested and the short return window for ACH funds has

expired. Lender members can view all transactions into and out of their

sub-accounts under the Pooled FBO account by looking at their lender

member account statement on the InvestP2P.com website.

The stated interest rate on each Note will be the same as the

interest rate on the corresponding borrower loan. Interest will be

computed and will accrue on the Note in the same way as on the

corresponding borrower loan. The servicing fee described below will

reduce the effective yield on the Notes below their stated interest rate.

InvestP2P.com will be the initial paying agent for the Notes, and

will make all required payments on each Note to the lender member

account of the holder in whose name the Note is registered on the record

date for the relevant payment date. The record date for each payment date

shall be the second business day prior to the actual payment date. If a

payment date falls on a date that is not a business day, then such payment

will be made on the next succeeding business day.

"Business day" means each Monday, Tuesday, Wednesday,

Thursday and Friday that is (1) not a day on which the Automated

Clearing House system operated by the U.S. Federal Reserve Bank (the

"ACH System") is closed and (2) not a day on which banking institutions

in New York, New York are authorized or obligated to close.

Limitations on Payments

Each holder of a Note's right to receive principal and interest

payments and other amounts in respect of that Note is limited in all cases

to the holder's pro rata share of the Borrower Loan Net Payments, if any.

For each series of Notes, the corresponding "Borrower Loan"

means a loan to an individual and/or business borrower member

originated through the Company's platform on its website

www.InvestP2P.com.com or any successor website, but only to the extent

such Borrower Loan has been financed with the proceeds of the Notes.

For the purposes of clarification, a Borrower Loan shall not include any

portion of an individual and/or business borrower member loan originated

through the Company's platform that has been financed by the Company

from other sources of funding.

For each series of Notes, " Borrower Loan Net Payments" means

the amounts, if any, equal to the Borrower Loan Payments that

InvestP2P.com receives on the corresponding borrower loan net of Other

Payments and Charges.

"Borrower Loan Payments" for each series of Notes means all

amounts received by InvestP2P.com, and not reversed through the ACH

System or by virtue of checks returned unpaid due to insufficient funds or

for other reasons, in connection with the repayment of the corresponding

borrower loan, including without limitation, all payments or prepayments

of principal and interest, any late fees on borrower loans and any amounts

received by InvestP2P.com upon collection efforts with respect to the

corresponding borrower loan.

For each series of Notes, "Other Payments and Charges" means

(i) any Failed Payments Fees or fees charged to the borrower for making

payments in a manner other than as provided in the Borrower Loan, which

are received by the Company, a third-party servicer or collection agency

in respect of such Borrower Loan, and (2) attorneys' fees or any collection

fees imposed in connection with collection efforts on a delinquent

Borrower Loan by the Company, a third-party servicer or collection

agency, other than late payment fees specifically included in Borrower

Loan Payments.

The "Servicing Fee" charged by InvestP2P.com to holders of

Notes for managing borrower member repayments on the corresponding

borrower loans is an amount equal to an annualized rate, accruing daily, of

1.0% of the outstanding principal balance of the borrower loan.

The "Failed Payment Fee" is a $15 fee, or a lesser amount as

permitted by law, that is charged by InvestP2P.com when our payment

request is denied for any reason, including but not limited to, insufficient

funds in the borrower member's bank account or the closing of that bank

account.

To the extent that we do not receive the Borrower Loan Payments

that are expected on a borrower loan, no payments will be made on the

Notes corresponding to that loan, and a holder of a Note will not have any

rights against InvestP2P.com or the borrower member in respect of the

Note or the borrower loan corresponding to the Note.

Prepayments

To the extent that a borrower or co-borrower member prepays a

borrower loan, such prepayment amount will be a Borrower Loan

Payment and holders of corresponding Notes will be entitled to receive

pro rata shares of the prepayment, net of our Servicing Fee. If borrower

loans are partially prepaid, InvestP2P.com will recalculate the anticipated

amortization schedules for the Notes corresponding to those borrower

loans over the remainder of their term, and revised estimates of monthly

payments that are expected to be received over such term will be made

available to holders of those Notes.

Mandatory Redemption

Upon the occurrence of a confirmed identity fraud incident with

respect to a borrower loan, InvestP2P.com will redeem all of the Notes of

the series corresponding to such borrower loan for 100 percent of the

outstanding principal amount of such Notes. An "identity fraud incident"

means that the corresponding borrower loan was obtained as a result of

verifiable identity theft or fraud on the part of the purported borrower or

co-borrower member. We may, in our discretion, require proof of the

identity theft or fraud, such as a copy of the police report filed by the

person whose identity was wrongfully used to obtain the borrower loan.

Servicing Covenant

InvestP2P.com is obligated to use commercially reasonable efforts

to service and collect the borrower loans, in good faith, accurately and in

accordance with industry standards customary for servicing loans such as

the borrower loans. If we refer a delinquent borrower loan to a collection

agency or to our in-house collections department on the 31st day of its

delinquency, that referral shall be deemed to constitute commercially

reasonable servicing and collection efforts. Furthermore, InvestP2P.com

may, at any time, and subject to our servicing covenant, amend or waive

any term of a borrower loan, and may transfer, sell or cancel any borrower

loan that is more than 120 days delinquent without the consent of any

holder of any Notes of the series corresponding to such borrower loan. In

the event that InvestP2P.com undertakes such a modification, waiver,

transfer, sale or cancellation, the Company will notify the relevant lender

members by email, and the impact of such action will be reflected in the

lender member's account.

In servicing borrower loans we may, in our discretion, utilize

affiliated or unaffiliated third party loan servicers, collection agencies or

other agents or contractors. InvestP2P.com is obligated to use

commercially reasonable efforts to service and collect the borrower loans

in accordance with prudent industry standards for loans of the same

general type and character. Any modification or restructuring of borrower

payment terms must be done in compliance with this servicing standard,

which means that the servicer must make a reasonable and prudent

determination that any such modification is not materially adverse to the

interests of the Note holders. The modifications contemplated by this

servicing provision would be in situations, common to loan servicing

industry practices, where a reasonable forbearance or extension of time

for payment to be received would prevent a borrower from defaulting

entirely on the loan or filing for bankruptcy. From the lender member's

perspective, such modifications would only be employed in situations

where a greater loss would be avoided.

InvestP2P.com will also be obligated to use commercially

reasonable efforts to maintain backup servicing arrangements providing

for the servicing of the borrower loans.

The indenture contains no financial covenants or other covenants

limiting our operations or activities, including the incurrence of

indebtedness.

Notification Requirements

We agree in our Lender Member Registration and Note Purchase

Agreement to notify lender members within 90 days after becoming aware

that we have breached our representations and warranties under the

agreement, and to notify them that we have elected to cure the breach or

repurchase the applicable Note. Lender members are kept apprised of the

delinquency status of borrower loans by identifying delinquent loans on

the InvestP2P.com website as "Late 30+," "Late 60+," "Late 90+," and

"Defaulted." A loan is considered to have defaulted when it is more than

120 days late. Loans that are up-to-date in payments are identified as

"Current." Lender members are able to monitor the borrower loans

corresponding to their Notes, but cannot participate in or otherwise

intervene in the collection process.

In the event of default with respect to the Notes of any series, if

known to the trustee, the trustee is required to notify each Note holder

who is the subject of a default within 90 days after it occurs. The trustee

may withhold the notice if and so long as a committee of its trust officers

in good faith determines that withholding the notice is in the interest of

the holders of the Notes of such series, except for defaults caused by

InvestP2P.com's failure to make principal and interest payments when

required.

In addition, as required by Section 313(a) of the TIA, within 60

days after each May 15, beginning with the May 15 following the date of

this indenture, the trustee shall mail or transmit electronically to each

Holder of Securities a brief report dated as of such May 15 that complies

with TIA Section 313(a).

Consolidation, Merger, Sale of Assets

The indenture prohibits us from consolidating with or merging into

another business entity or conveying, transferring or leasing our properties

and assets substantially as an entirety to any business entity, unless:

the surviving or acquiring entity is a U.S. corporation, limited liability

company, partnership or trust and it expressly assumes our obligations

with respect to the outstanding Notes by executing a supplemental

indenture;

immediately after giving effect to the transaction, no default shall have

occurred or be continuing; and

we have delivered to the trustee an officers' certificate and an opinion of

counsel, each stating that the transaction, and if a supplemental indenture

is required in connection with such transaction, such supplemental

indenture, comply with the indenture and that all conditions precedent

relating to such transaction have been complied with.

Denominations, Form and Registration

Notes may be issued in denominations between $0.01 and

$50,000, at increments of $0.01. The Notes will be issued only in

registered form and only in electronic form. This means that each Note

will be stored on our Internet-based platform. Note purchasers can view a

record of their Notes and the form of the Notes online and can print copies

for their records by visiting their secure, password-protected webpage in

the "My InvestP2P.com" section of our website. We will not issue

certificates for the Notes. Lender member will be required to hold their

Notes through our electronic Note register.

The laws of some states in the United States require that certain

persons take physical delivery in definitive, certificated form, of securities

that they own. This may limit or curtail the ability of such persons to

purchase Notes. We reserve the right to issue certificated Notes only if we

determine not to have the Notes held solely in electronic form.

We and the trustee will treat the lender members in whose names

the Notes are registered as the owners thereof for the purpose of receiving

payments and for any and all other purposes whatsoever with respect to

the Notes.

Restrictions on Transfer

The Notes will not be listed on any securities exchange. All Notes

must be held by InvestP2P.com lender members. The Notes will not be

transferable except through the Note trading platform operated by a

registered broker-dealer to be selected in the future. Under the terms of

the Notes, any transfer of a Note will be wrongful unless (1) the transfer is

effected on a trading system that we approve as a resale trading system,

and (2) the Note has been presented by the registered holder to us or our

agent for registration of transfer. The registrar for the Notes, which

initially will be us, will not be obligated to recognize any purported

transfer of a Note, except a transfer through the trading platform or except

as required by applicable law or court order. There can be no assurance,

however, that a market for Notes will develop on the trading system, or

that the system will continue to operate. Therefore, lender members must

be prepared to hold their Notes to maturity. See "About the Lending

Platform" for more information.

No Sinking Fund

The Notes are fully amortizing and will not have the benefit of a

sinking fund.

Events of Default

Under the terms of the indenture, any of the following events will

constitute an event of default for a series of Notes:

failure by InvestP2P.com to make required payments on the Notes for 30

days after the applicable due date;

failure by InvestP2P.com to perform, or the breach of, any other covenant

for the benefit of the holders of the Notes of such series which continues

for 90 days after written notice from the Trustee or holders of 25 percent

of the outstanding principal amount of the debt securities of all series for

which such default exists as provided in the indenture, subject to an

additional 90 day cure period; or

specified events relating to InvestP2P.com's bankruptcy, insolvency or

reorganization.

It is not a default or event of default under the terms of the

indenture if we do not make payments when a borrower member does not

make payments on a borrower loan corresponding to a series of Notes. In

that case, we are not required to make payments on the Notes, so no

default occurs. See "Risk Factors Payments on the Notes depend

entirely on payments that InvestP2P.com receives on corresponding

borrower loans," for more information. An event of default with respect to

one series of Notes is not automatically an event of default for any other

series.

If an event of default occurs due to bankruptcy, insolvency or

reorganization as provided in the indenture then the stated principal

amount of the Notes shall become due and payable immediately without

any act by the trustee or any holder of Notes.

The holders of a majority in aggregate principal amount of the

outstanding Notes of any series, by notice to the trustee (and without

notice to any other holder of Notes), may on behalf of the holders of all

such Notes waive an existing default with respect to such Notes and its

consequences except (1) a default in the payment of amounts due in

respect of such Notes or (2) a default in respect of a provision of the

indenture that cannot be amended without the consent of each holder

affected by such waiver. When a default is waived it is deemed cured, but

no such waiver shall extend to any subsequent or other default or impair

any consequent right.

A holder of any Note of any series may not institute a suit against

us for enforcement of such holder's rights under the indenture or pursue

any other remedy with respect to the indenture or the Notes unless:

the holder gives to the trustee written notice stating that an event of

default with respect to the Notes is continuing;

the holders of at least 25 percent in aggregate principal amount of the

outstanding Notes of that series make a written request to the trustee to

pursue the remedy;

such holder or holders offer to the trustee security or indemnity

satisfactory to it against any loss, liability or expense satisfactory to the

trustee;

the trustee does not comply with the request within 60 days after receipt

of the notice, the request and the offer of security or indemnity; and

the holders of a majority in aggregate principal amount of the outstanding

Notes of that series do not give the trustee a direction inconsistent with

such request during such 60-day period.

The indenture will require us every year to deliver to the trustee a

statement as to performance of our obligations under the indenture and as

to any defaults.

Satisfaction and Discharge of the Indenture

The indenture will generally cease to be of any further effect with

respect to a series of Notes if:

all of the Notes of that series (with certain limited exceptions) have been

delivered for cancellation; or

all Notes of that series not previously delivered for cancellation have

become due and payable or will become due and payable within one year

and we have deposited with the trustee as trust funds the entire amount

sufficient to pay at maturity all of the amounts due with respect to those

Notes;

if in either case, we also pay or cause to be paid all other sums payable

under the indenture by us and deliver to the trustee an officers' certificate

and opinion of counsel stating that all conditions precedent to the

satisfaction and discharge of the indenture have been complied with.

The indenture does not contain any provisions for legal or covenant

defeasance of the Notes.

Governing Law

The indenture and the Notes will be governed by the laws of the

State of Delaware without regard to any principle of conflict of laws that

would require or permit the application of the laws of any other

jurisdiction.

Information Concerning the Trustee

InvestP2P.com will select a qualified trustee to serve as the trustee

under the indenture. If and when the trustee becomes a creditor of ours,

the trustee will be subject to the provisions of the Trust Indenture Act

regarding the collection of claims against us. The trustee and its affiliates

will be permitted to engage in other transactions; however, if they acquire

any conflicting interest, the conflict must be eliminated or the trustee must

resign.

Lender Member Registration and Note Purchase Agreement

When a lender member registers on the platform, he or she enters

into a Lender Member Registration and Note Purchase Agreement with us

that governs the lender member's activities on the platform and purchases

of Notes from InvestP2P.com. Under the Agreement, we provide the

lender member the opportunity to review borrower loan requests posted

on the platform, to purchase Notes and to instruct us to use the proceeds

from the sale of each Note to fund a specific borrower loan that the lender

member has designated.

In order to purchase Notes under the Agreement, the lender

member must commit to purchase a Note prior to the origination of the

corresponding borrower loan. The commitment to purchase a Note is

evidenced by the lender member submitting an offer on a borrower loan

request posting. At the time the lender member commits to purchase a

Note, the lender member must have sufficient funds in his or her

InvestP2P.com account to complete the purchase, and the lender member

will not have access to those funds after making the purchase commitment

until such time as the loan request expires or is canceled. Once the lender

member makes a purchase commitment on a borrower loan, it is

irrevocable. If the borrower loan is not originated, we will inform the

lender member and release him or her from the purchase commitment.

When lender members are released from their previous purchase

commitments, their funds will again be available for commitment on other

borrower loans, or for withdrawal from their InvestP2P.com accounts.

The agreement describes our limited obligation to redeem Notes in

cases of verifiable identity fraud, which is described above. The lender

member agrees that in such circumstances, the lender member will have

no rights with respect to any such Notes except the crediting of the unpaid

principal amount of the Notes to the lender member's account.

The lender member agrees that he or she has no right to make any

attempt, directly or through any third party, to take any action to collect

from the borrower or co-borrower members on their Notes or on the

corresponding borrower loans.

The lender member acknowledges that the Notes are intended to

be debt securities issued by InvestP2P.com with original issue discount

(OID) for U.S. federal income tax purposes and agrees not to take any

position inconsistent with that treatment of the Notes for tax, accounting,

or other purposes, unless required by law. The lender member also

acknowledges that the Notes will be subject to the OID rules of the

Internal Revenue Code of 1986, as amended, as described under "Material

U.S. Federal Income Tax Considerations Taxation of Payments on the

Notes."

Representations and Warranties

The Agreement describes the limitations on payments on the

Notes, and the lender member acknowledges that:

payment on the Notes, if any, depends entirely on the receipt of payments

by InvestP2P.com in respect of the corresponding borrower loan;

InvestP2P.com does not warrant or guarantee in any manner that the

lender member will receive all or any portion of the principal or interest

he or she expects to receive on any Note or realize any particular or

expected rate of return;

the amount received on a lender member's Note, if any, is specifically

restricted to payments made by InvestP2P.com equal to the lender

member's pro rata share of the payments made by the borrower or co-

borrower member under the corresponding borrower loan, net of servicing

fees;

we do not make any representations as to a borrower or co-borrower

member's ability to pay and do not act as a guarantor of any

corresponding borrower loan payment or payments by any borrower

member;

InvestP2P.com is not acting as their agent, fiduciary, or in any other

capacity that would create such a relationship and that InvestP2P.com

does not assume an advisory or fiduciary responsibility in their favor in

connection with the purchase and sale of Notes.

Under the Agreement, the lender member represents and warrants to

InvestP2P.com that:

the lender member has not made a decision in connection with any loan

requests on our platform on any prohibited basis set forth in the Equal

Credit Opportunity Act and Regulation B or any applicable state or local

laws, regulations, rules or ordinances concerning credit discrimination;

the lender member meets minimum financial suitability standards and

maximum investment limits established for the lending platform and for

the Note trading platform (if one is established), as then in effect, or as

set forth in a supplement to this prospectus for residents of the state in

which the lender member resides and agrees to provide us with any additional

documentation as we may require to verify such compliance;

the lender member has received the prospectus and the indenture,

including the form Note;

the lender member has the legal competence and capacity, or corporate

power and authority, to execute and perform the Lender Member

Registration and Note Purchase Agreement and that it has been duly

authorized, executed and delivered;

the lender member has complied in all material respects with applicable

federal, state and local laws in connection with the lender member's

execution and performance of his or her obligations under the Lender

Member Registration and Note Purchase Agreement;

if a legal entity, that the execution and performance of the Lender Member

Registration and Note Purchase Agreement does not violate any provision

of its charter documents; and if a legal entity, that the execution and

performance of the Lender Member Registration and Note Purchase

Agreement will not constitute or result in a breach or default under, or

conflict with, any legal requirement or any agreement to which the lender

member is bound.

Under the agreement, InvestP2P.com represents and warrants to the lender

member that:

we have complied in all material respects with applicable federal, state

and local laws in connection with the offer and sale of the Note;

the Note has been duly authorized and, following payment of the purchase

price by the lender member and electronic execution, authentication and

delivery, the Note will constitute a valid and binding obligation of

InvestP2P.com enforceable against InvestP2P.com in accordance with its

terms, except as the enforcement of the Note may be limited by applicable

bankruptcy, insolvency or similar laws;

InvestP2P.com has made commercially reasonable efforts to authenticate

and verify the identity of the borrower and, if applicable, the co-borrower

member obligated on the borrower loan that corresponds to the Note.

We also represent and warrant to the lender member that in the

event of a material default under a Note that is the result of verifiable

identity theft of the named borrower or co-borrower member's identity,

determined in our sole discretion, that we will repurchase the Note by

crediting the lender member's InvestP2P.com account with the remaining

unpaid principal balance of the Note. The lender member agrees that in

such circumstances the lender member will have no rights with respect to

any such Notes except the crediting of the remaining principal balance of

the Note to the lender member's account.

In addition, we represent and warrant to the lender member, as of the

date of the Agreement and the date a commitment to purchase a Note is

made, that:

we are a duly organized and validly existing corporation in good standing

under the laws of Delaware and have corporate power to enter into and

perform our obligations under the agreement;

the agreement has been duly authorized, executed and delivered by

InvestP2P.com;

the Indenture has been duly authorized by InvestP2P.com and qualified

under the Trust Indenture Act of 1939 and constitutes a valid and binding

agreement of InvestP2P.com, enforceable against InvestP2P.com in

accordance with its terms, except as the enforcement thereof may be

limited by applicable bankruptcy, insolvency or similar laws.

Remedies

If we breach any of our representations and warranties and such a

breach materially and adversely affects a lender member's interest in a

Note, we agree to:

cure the breach, if the breach is susceptible to cure,

repurchase the Note, or

indemnify and hold the lender member harmless against all losses

(including losses resulting from the nonpayment of the Note), damages,

expenses, legal fees, costs and judgments resulting from any claim,

demand or defense arising as a result of the breach.

We will determine, in our sole discretion, if a breach is susceptible

to cure, whether we will cure such breach, repurchase the Note or

indemnify the lender member with respect to the Note. If we elect to

repurchase a Note, we

will pay the lender member an amount equal to the remaining outstanding

principal balance of the Note as of the date of repurchase. Upon any

repurchase, the Note is transferred and assigned to InvestP2P.com, without

recourse, and we are authorized to execute any endorsements or

assignments necessary to effectuate the transfer and assignment of the

Note on behalf of the lender member.

We will notify a lender member within 90 days after we become

aware that we have breached our representations and warranties under the

Agreement, at which time we will notify the lender member if we have

elected to cure the breach or repurchase the Note.

We are not obligated to repurchase a Note from a lender member if

his or her investment is not realized in whole or in part due to fraud (other

than verifiable identity theft) in connection with a loan request posting or

due to false or inaccurate statements or omissions of fact in a borrower

member's posting, whether in credit data, personal or professional

affiliations, borrower and co-borrower representations, user

recommendations or similar indicia of borrower member intent and ability

to repay the corresponding borrower loans.

Servicing

The Agreement provides that we will use commercially reasonable

efforts to service and collect the borrower loans in accordance with

industry standards customary for loans of the same general type and

character as the InvestP2P.com borrower loans. Referral of a delinquent

borrower loan to a collection agency, or the Company's in-house

collections department, on the 31st day of its delinquency shall be deemed

to constitute commercially reasonable servicing and collection efforts. The

Company and any third-party servicer of a borrower loan shall have the

right, at any time and from time to time and subject to our servicing

standard, to change the stated maturity of the principal of, or any

installment of principal or interest on, any borrower loan, or reduce the

principal amount thereof or the rate of interest thereon or change the place

and manner of making payments on a borrower loan, or amend or waive

any term of such borrower loan, or write off and cancel any borrower loan

that is more than 120 days delinquent without the consent of any holder of

Notes corresponding to such borrower loan.

MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following discussion sets forth the material U.S. federal

income tax considerations generally applicable to our lender members

who purchase Notes. This discussion is based on the U.S. Internal

Revenue Code of 1986, as amended (the "Code"), Treasury regulations

promulgated thereunder ("Treasury Regulations"), administrative

pronouncements of the U.S. Internal Revenue Service ("IRS") and judicial

decisions, all as currently in effect and all of which are subject to change

and to different interpretations. Changes to any of the foregoing

authorities could apply on a retroactive basis, and could affect the U.S.

federal income tax consequences described below.

This discussion does not address all of the U.S. federal income tax

considerations that may be relevant to a particular lender member's

circumstances, and does not discuss any aspect of U.S. federal tax law

other than income taxation or any state, local or non-U.S. tax

consequences of the purchase, ownership and disposition of the

Notes. This discussion applies only to lender members who hold the Notes

as capital assets within the meaning of the Code (generally, property held

for investment). This discussion does not address U.S. federal income tax

considerations applicable to lender members that may be subject to special

tax rules, such as:

securities dealers or brokers, or traders in securities electing mark-to-

market treatment;

banks, thrifts, or other financial institutions;

insurance companies;

regulated investment companies or real estate investment trusts;

tax-exempt organizations;

persons holding Notes as part of a "straddle," "hedge," "synthetic

security" or "conversion transaction" for U.S. federal income tax

purposes, or as part of some other integrated investment;

partnerships or other pass-through entities;

persons subject to the alternative minimum tax;

certain former citizens or residents of the United States;

non-U.S. Holders (as defined below); or

"U.S. Holders" (as defined below) whose functional currency is not the

U.S. dollar.

As used herein, a "U.S. Holder" is a beneficial owner of Notes that

is, for U.S. federal income tax purposes, (i) an individual citizen or

resident of the United States, (ii) a corporation (or any other entity

treated as a corporation for U.S. federal income tax purposes) created or

organized in or under the laws of the United States, any state thereof or

the District of Columbia, (iii) an estate whose income is subject to U.S.

federal income tax regardless of its source, or (iv) a trust if (A) a United

States court has the authority to exercise primary supervision over the

administration of the trust and one or more U.S. persons (as defined under

the Code) are authorized to control all substantial decisions of the trust or

(B) it has a valid election in place to be treated as a U.S. person. A "Non-

U.S. Holder" is any beneficial owner of a Note that, for U.S. federal

income tax purposes, is not a U.S. Holder and that is not a partnership (or

other entity treated as a partnership for U.S. federal income tax purposes).

If a partnership (or other entity treated as a partnership for U.S.

federal income tax purposes) holds Notes, the U.S. federal income tax

treatment of a partner will generally depend on the status of the partner

and the activities of the partnership. A partnership holding Notes, and

partners in such a partnership, should consult their own tax advisors with

regard to the U.S. federal income tax consequences of the purchase,

ownership and disposition of the Notes by the partnership.

THIS DISCUSSION OF THE MATERIAL U.S. FEDERAL

INCOME TAX CONSIDERATIONS OF THE PURCHASE,

OWNERSHIP AND DISPOSITION OF THE NOTES IS NOT

INTENDED TO BE, NOR SHOULD IT BE CONSTRUED TO BE,

LEGAL OR TAX ADVICE TO ANY PARTICULAR

PERSON. ACCORDINGLY, ALL PROSPECTIVE LENDER

MEMBERS ARE URGED TO CONSULT THEIR OWN TAX

ADVISORS WITH RESPECT TO THE U.S. FEDERAL, STATE,

LOCAL AND NON-U.S. TAX CONSEQUENCES RELATING TO THE

PURCHASE, OWNERSHIP AND DISPOSITION OF THE

NOTES BASED ON THEIR PARTICULAR CIRCUMSTANCES.

Tax Classification of the Notes

No statutory provisions, regulations, published rulings, or judicial

decisions directly address the question of how the Notes, or instruments

similar to the Notes, should be characterized for U.S. federal income tax

purposes. While the matter is not free from doubt, InvestP2P.com intends

to treat the Notes as debt securities of InvestP2P.com that have original

issue discount, or OID, for U.S. federal income tax purposes. Where

required, InvestP2P.com intends to file information returns with the IRS in

accordance with such treatment, unless there is any change or clarification

in the law, by regulation or otherwise, that requires a differing

characterization of the Notes. The IRS is not bound by InvestP2P.com's

characterization of the Notes, and the IRS or a court could take differing

positions on the proper characterization of the Notes. For example, the

IRS could determine that, in substance, each holder of a Note owns a

proportionate interest in the corresponding borrower loan for U.S. federal

income tax purposes, or the IRS could treat the Notes as financial

instruments other than debt securities, such as, for example, equity

interests or derivative financial instruments.

Any differing characterization could significantly affect the

amount, timing, and character of income, gain, or loss recognized in

respect of a Note. For example, if the Notes are treated as equity of

InvestP2P.com, (i) the Company would be subject to U.S. federal income

tax on income, including interest, accrued on the borrower loans but

would not be entitled to deduct interest or OID on the Notes, and

(ii) payments on the Notes would be treated by the holder for U.S. federal

income tax purposes as dividends (that may be ineligible for reduced rates

of U.S. federal income taxation or the dividends-received deduction) to

the extent of InvestP2P.com's earnings and profits as computed for U.S.

federal income tax purposes. Such a characterization may significantly

reduce the amount available to pay interest on the Notes.

Accordingly, prospective purchasers of Notes should consult their

own tax advisors regarding the U.S. federal, state, local and non-U.S. tax

consequences of the purchase, ownership, and disposition of the Notes,

including any potential differing treatments of such Notes.

The following discussion is based on the assumption that each

Note will be treated as a debt security of InvestP2P.com that will have

OID for U.S. federal income tax purposes.

Taxation of Payments on the Notes

Holders of Notes will be required to include the OID in income as

ordinary interest income for U.S. federal income tax purposes as it accrues

(which may be in advance of interest payments being made on the Notes),

regardless of the holder's regular tax accounting method.

A U.S. Holder of a Note will be required to include the OID in

income as ordinary interest income for U.S. federal income tax purposes

as it accrues under a constant yield method, regardless of such U.S.

Holder's regular method of tax accounting. If a Note is paid in accordance

with its payment schedule, the amount of the OID includible in income by

a U.S. Holder is anticipated to be based on the yield of the Note

determined net of the 1.0% servicing fee, as described below, which yield

will be lower than the stated interest rate on the Note. As a result, the

holder will generally be required to include an amount of OID in income

that is less than the amount of stated interest paid on the Note. On the

other hand, if a payment on a Note is not made in accordance with such

payment schedule, for example because the borrower member did not

make timely payment in respect of the corresponding borrower loan, a

U.S. Holder will be required to include such amount of OID in taxable

income as interest even though such interest has not been paid.

The Treasury Regulations governing OID provide special rules for

determining the amount and accrual of OID for debt instruments that

provide for one or more alternative payment schedules applicable upon

the occurrence of contingencies. If the timing and amounts of the

payments that comprise each payment schedule are known as of the issue

date, and based on all the facts and circumstances as of the issue date, a

single payment schedule for a debt instrument, including the stated

payment schedule, is significantly more likely than not to occur, the

amount and accrual of OID is determined based on that payment

schedule. In addition, under the applicable Treasury Regulations, remote

and/or incidental contingencies generally may be ignored. A contingency

relating to the amount of a payment is incidental if, under all reasonably

expected market conditions, the potential amount of the payment is

insignificant relative to the total expected amount of the remaining

payments on the debt instrument. A contingency relating to the timing of a

payment is incidental if, under all reasonably expected market conditions,

the potential difference in the timing of the payment is insignificant.

The Notes provide for one or more alternative payment schedules

because InvestP2P.com is obligated to make payments on a Note only to

the extent that InvestP2P.com receives payments on the corresponding

borrower loan. The payment schedule for each Note provides for

payments of principal and interest (net of the 1.0% servicing fee) on the

Note in accordance with the payment schedule for the corresponding

borrower loan. In addition to scheduled payments, InvestP2P.com will

prepay a Note to the extent that a borrower member prepays the borrower

loan corresponding to the Note, and late fees collected on the borrower

loan corresponding to a Note will be paid to the holders of the

Note. Notwithstanding such contingencies, InvestP2P.com has determined

to use the payment schedule of a Note to determine the amount and

accrual of OID on the Note because InvestP2P.com believes that a Note is

significantly more likely than not to be paid in accordance with such

payment schedule and/or the likelihood of nonpayment, prepayment, or

late payment by the borrower member on the borrower loan corresponding

to such Note will be remote or incidental. If in the future InvestP2P.com

determines that the previous sentence does not apply to a Note,

InvestP2P.com anticipates that it will be required to determine the amount

and accrual of OID for such Note pursuant to the rules applicable to

contingent payment debt instruments, which are described below, and

shall so notify U.S. Holders of the Note.

InvestP2P.com's determination is not binding on the IRS. If the

IRS determines that the Notes are "contingent payment debt instruments"

due to the contingencies described above (or in the future, if

InvestP2P.com so concludes with respect to a series of Notes), the Notes

will be subject to special rules applicable to contingent payment debt

instruments. Such rules generally require a holder (i) to accrue interest

income based on a projected payment schedule and comparable yield,

which may be higher or lower than the stated interest rate on the Notes,

and (ii) treat as ordinary income, rather than capital gain, any gain

recognized on the sale, exchange, or retirement of the debt

instrument. This discussion assumes that the Notes are not subject to the

contingent payment debt instrument rules.

The OID on a Note will equal the excess of the Note's "stated

redemption price at maturity" over its "issue price." The stated

redemption price at maturity of a Note includes all payments of principal

and stated interest on the Note (net of the 1.0% servicing fee) under the

payment schedule of the Note. The issue price of the Notes will equal the

principal amount of the Notes.

The amount of OID includible in a U.S. Holder's income for a

taxable year is the sum of the "daily portions" of OID with respect to the

Note for each day during the taxable year in which the holder held the

Note. The daily portion of OID is determined by allocating to each day of

any accrual period within a taxable year a pro rata portion of an amount

equal to the product of such Note's adjusted issue price at the beginning of

the accrual period and its yield to maturity (properly adjusted for the

length of the period). InvestP2P.com intends to use 30-day accrual

periods. The adjusted issue price of a Note at the beginning of any accrual

period should be its issue price, increased by the aggregate amount of OID

previously accrued with respect to the Note, and decreased by any

payments of principal and interest previously made on the Note (net of the

1.0% servicing fee). A Note's yield to maturity should be the discount rate

that, when used to compute the present value of all payments of principal

and interest to be made on the Note (net of the 1.0% servicing fee) under

the payment schedule of the Note, produces an amount equal to the issue

price of such note.

Cash payments of interest and principal (net of the 1.0% servicing

fee) under the payment schedule on the Notes will not be separately

included in income, but rather will be treated first as payments of

previously accrued but unpaid OID and then as payments of principal.

Sale, Retirement or Other Taxable Disposition of Notes

Upon the sale, retirement or other taxable disposition of a Note, a

U.S. Holder generally will recognize gain or loss equal to the difference,

if any, between the amount realized upon the sale, retirement or other

taxable disposition and the U.S. Holder's adjusted tax basis in the Note. In

general, the U.S. Holder's adjusted tax basis of the Note will equal the

U.S. Holder's cost for the Note, increased by the OID and market discount

previously included in gross income by the holder, as discussed below,

and reduced by any payments previously received by the holder in respect

of the Note.

Except as described below with respect to any Note acquired at a

market discount or, as discussed above, treated as a contingent payment

debt instrument, such gain or loss generally will be capital gain or loss and

will be long-term capital gain or loss if at the time of sale, retirement or

other taxable disposition, such Note has been held for more than one

year. Under current U.S. federal income tax law (presently effective for

taxable years beginning before January 1, 2011), certain non-corporate

U.S. Holders, including individuals, are eligible for preferential rates of

U.S. federal income taxation in respect of long-term capital gains. The

deduct-ability of capital losses is subject to limitations under the Code.

Prepayments

As discussed above, InvestP2P.com will prepay a Note to the

extent that a borrower member prepays the borrower loan corresponding

to the Note. If InvestP2P.com prepays a Note in full, the Note will be

treated as retired, and, as described above, a U.S. Holder generally will

have gain or loss equal to the difference, if any, between the amount

realized upon the retirement and the U.S. Holder's adjusted tax basis in

the Note. If InvestP2P.com prepays a Note in part, a portion of the Note

will be treated as retired. Generally, for purposes of determining (i) the

gain or loss attributable to the portion of the Note retired and (ii) the OID

accruals on the portion of the Note remaining outstanding, the adjusted

issue price, holder's adjusted tax basis, and the accrued but unpaid OID of

the Note, determined immediately before the prepayment, will be

allocated between the two portions of the Note based on the portion of the

Note that is treated as retired. The yield to maturity of a Note is not

affected by a partial prepayment.

Market Discount

If a U.S. Holder purchases a Note on the trading platform for an

amount that is less than the adjusted issue price of the Note at the time of

purchase, the amount of the difference will be treated as "market

discount" for U.S. federal income tax purposes, unless that difference is

less than a specified de minimis amount. Under the market discount rules,

a U.S. Holder generally will be required to treat any principal payments

received in respect of the Note, and any gain derived from the sale,

retirement or other disposition of the Note, as ordinary income to the

extent of the market discount that has accrued on the Note but that has not

previously been included in gross income by the U.S. Holder. Such

market discount will accrue on the Note on a ratable basis over the

remaining term of the Note unless the U.S. Holder elects to accrue market

discount on a constant yield basis. In addition, a U.S. Holder may be

required to defer until the maturity of the Note, or its earlier disposition

in a taxable transaction, the deduction of all or a portion of any interest

expense incurred on indebtedness incurred or continued to purchase or

carry such Note.

A U.S. Holder may elect to currently include market discount in

gross income as it accrues, under either a ratable or constant yield method,

in which case the rules described in the prior paragraph regarding

characterization of payments and gain as ordinary income and the deferral

of interest deductions will not apply. An election to currently include

market discount in gross income, once made, applies to all market

discount obligations acquired by the U.S. Holder on or after the first

taxable year to which the election applies and may not be revoked without

the consent of the IRS. Lender members should consult their own tax

advisors before making this election.

Acquisition Premium

If a U.S. Holder purchases a Note on the trading platform for an

amount greater than the Note's adjusted issue price but less than the sum

of all amounts payable on the Note after the purchase date, the Note will

be treated as acquired at an acquisition premium. For a Note acquired with

an acquisition premium, the amount of OID that the U.S. Holder must

include in gross income with respect to the Note for any taxable year will

be reduced by the portion of the acquisition premium properly allocable to

such taxable year.

If a U.S. Holder purchases a Note on the trading platform for an

amount in excess of the sum of all amounts payable on the Note after the

purchase date, the U.S. Holder will not be required to include OID in

income with respect to the Note.

Late Payments

As discussed above, late fees collected on InvestP2P.com borrower

loans corresponding to the Notes will be paid to the holders of the

Notes. InvestP2P.com anticipates that any late fees paid will be

insignificant relative to the total expected amount of the remaining

payments on the Note. In such case, any late fees paid to a U.S. Holder of

Notes should be taxable as ordinary income at the time such fees are paid

or accrued in accordance with the U.S. Holder's regular method of

accounting for U.S. federal income tax purposes.

Nonpayment of Borrower Loans Corresponding to the Notes

Automatic Extension

In the event that InvestP2P.com does not make scheduled

payments on a Note as a result of nonpayment by a borrower member on

the borrower loan corresponding to the Note, a U.S. Holder must continue

to accrue and include OID on a Note in taxable income until the initial

maturity date or, in the case of an automatic extension, the final maturity

date, except as described below. Solely for purposes of the OID rules, the

Note may be treated as retired and reissued on the scheduled payment date

for an amount equal to the Note's adjusted issue price on that date. As a

result of such reissuance, the amount and accrual of OID on the Note may

change. At the time of the deemed reissuance, due to nonpayment by the

borrower member, InvestP2P.com may not be able to conclude that it is

significantly more likely than not that the Note will be paid in accordance

with one payment schedule and/or that the likelihood of future

nonpayment, prepayment, or late payment by the borrower member on the

borrower loan corresponding to such Note will be remote or

incidental. Accordingly, the Note may become subject to the contingent

payment debt instrument rules. In addition, in the event that a Note's

maturity date is automatically extended because amounts remain due and

payable on the initial maturity date by the borrower member on the

borrower loan corresponding to the Note, the Note likely will be treated as

reissued and become subject to the contingent payment debt instrument

rules. As discussed above, contingent payment debt instruments are

subject to special rules. If InvestP2P.com determines that a Note is subject

to the contingent payment debt instrument rules as a result of such a

reissuance, it will notify the U.S. Holders and provide the projected

payment schedule and comparable yield.

If collection on a Note becomes doubtful, a U.S. Holder may be

able to stop accruing OID on the Note. Under current IRS guidance, it is

not clear whether a U.S. Holder may stop accruing OID if scheduled

payments on a Note are not made. U.S. Holders should consult their own

tax advisors regarding the accrual and inclusion of OID in income when

collection on a Note becomes doubtful.

Losses as a Result of Worthlessness

In the event that a Note becomes wholly worthless, a non-

corporate U.S. Holder who did not acquire the Note as part of the holder's

trade or business generally should be entitled to deduct the holder's

adjusted tax basis in the Note as a short-term capital loss in the taxable

year the Note becomes wholly worthless. The portion of the U.S. Holder's

adjusted tax basis attributable to accrued but unpaid OID may be

deductible as an ordinary loss, although such treatment is not entirely free

from doubt. Under Section 166 of the Code, corporate U.S. Holders and

other U.S. Holders that acquired Notes as part of a trade or business

generally are entitled to deduct as an ordinary loss any loss sustained

during the taxable year on account of a Note becoming wholly or partially

worthless. U.S. Holders should consult their own tax advisors regarding

the character and timing of losses attributable to Notes that become

worthless in whole or in part.

Backup Withholding and Information Reporting

In general, InvestP2P.com will have to report to non-corporate

holders of the Notes and the IRS, under applicable information reporting

requirements, payments of principal and interest, the accrual of OID, and

payments with respect to proceeds from a sale, retirement or other taxable

disposition of a Note. In addition, a non-corporate U.S. Holder may be

subject to backup withholding (currently set at a 28% rate) on such

payments if the U.S. Holder (i) fails to provide an accurate taxpayer

identification number; (ii) has been notified by the IRS of a failure to

report all interest or dividends required to be shown on its U.S. federal

income tax returns; or (iii) in certain circumstances, fails to comply with

applicable certification requirements or otherwise establish an exemption

from backup withholding.

Any amounts withheld under the backup withholding rules will be

allowed as a refund or a credit against a U.S. holder's U.S. federal income

tax liability, provided that certain required information is furnished to the

IRS. U.S. Holders should consult their tax advisors regarding the

application of information reporting and backup withholding rules in their

particular situations, the availability of relevant exemptions, and the

procedure for obtaining such exemptions, if applicable.

BUSINESS

Overview

InvestP2P.com, Inc. is the operator of an Internet-based peer-to-

peer lending platform. The platform is described in more detail in this

prospectus under the section titled "About the Lending Platform." Our

platform provides a number of benefits to our borrower members. We

believe the key features of the InvestP2P.com experience are the

following:

More loans available to start-ups than those available from traditional

banks;

24-hour online availability to initiate requests for loans;

Convenient, electronic payment processing; and

Amortizing, fixed rate loans, which represent a more responsible way for

consumer and businesses to borrow than revolving credit facilities.

Business Strengths

We believe that the following business strengths differentiate us

from competitors and are key to our success:

New business means growth. We believe that our platform will attract

borrowers with high credit scores, but it was also developed for use by

those with poor or no credit scores. We provide these borrowers with a

new credit channel and we equip them with tools, such as the co-borrower

feature, to enhance their loan requests.

Information verification options. Our MVP Verification service allows

borrower members, if they so choose, to undergo a verification process

regarding their employment, financial and other information that is not

currently available on other peer-to-peer lending platforms. Such

additional verification is another way for borrower members to draw

interest to their loan requests from our lender members.

More opportunity and greater confidence. Because we allow borrowers

from across the credit spectrum to post loan requests on the platform, we

are providing our lender members with an opportunity to diversify their

investment by purchasing Notes with varying risk and return

characteristics. Co-borrower and MVP Verification loans should also

provide these lender members with greater confidence (though no

guarantee) that loans will be repaid, and may help reduce delinquency and

default rates in comparison to some of our competitors.

Corporate History

United Power and Media, Inc. was incorporated in Delaware on

September 11, 2009. Our headquarters is located at 510 Market Loop,

Suite 102, W. Dundee, IL 60118, and our telephone number is (847) 586-

3880.

Marketing

Our marketing efforts are designed to attract members to our

website, to have them register as borrower or lender members and to have

them utilize the platform for borrowing money and investing in Notes. We

believe that

there are significant opportunities to increase the number of members who

use our platform through additional marketing initiatives. We employ a

combination of paid and unpaid marketing and public relations sources to

build the InvestP2P.com brand and the visibility of our platform. We are

constantly seeking new methods to reach more potential InvestP2P.com

members.

We attract members in a variety of ways, including offline and

online advertising, search engine optimization, online social media tools

and word-of-mouth referrals. We have been featured in a variety of media

outlets, including online and print media. We have also participated in

interviews and trade events to promote InvestP2P.com.

We continuously measure the conversion rate at which visitors to

our website become InvestP2P.com members. We test graphics, layout and

other design alternatives in order to improve this conversion rate. We

carefully analyze visitor website usage to understand and overcome

barriers to conversion. We also seek to respond to member needs

whenever possible, and adjust the website accordingly to ensure

maximum ease of use.

Technology

The proprietary application software that makes up

InvestP2P.com's web platform was designed by and is wholly owned by

InvestP2P.com, Inc. We will lease all of the hardware deployed in support

of our platform. We will continuously monitor the performance and

availability of our platform.

We will in the future enter into a back-up servicing agreement with

a loan servicing company who is willing and able to transition servicing

responsibilities in the event we can no longer do so. The third party will

be a financial services company that has extensive experience and

knowledge entering into successor loan servicing agreements. The third

party will provide monthly investor reports on our loan servicing activity

that will be available to all registered members.

Engineering

We have made substantial investment in software and website

development and we expect to increase the level of this investment as part

of our strategy to continually improve the InvestP2P.com platform. In

addition to developing new products and features and maintaining active

online deployment of our platform, our engineering team also performs

technical competitive analysis as well as systematic product usability

testing.

Competition

The market for online peer-to-peer lending is competitive and

rapidly evolving. We believe the following are the principal competitive

factors in the peer-to-peer lending market:

costs to users;

website attractiveness;

user experience, including borrower loan funding rates and lender member

returns;

branding; and

ease of use.

Our direct competitors in the peer-to-peer lending sector include

Lending Club, Loanio, and Prosper. There are also a number of other peer-

to-peer finance companies that utilize different business models that have

entered the market, including Virgin Money and Pertuity Direct. We also

face competition from more traditional banking and financial institutions,

such as Citibank, Wells Fargo, JP Morgan Chase, and Bank of America, as

well as smaller independent lending operators. In addition, pay-day

lending, merchant cash advances and other similar products are viewed as

other forms of competition.

There is also the possibility that a major web property or

technology company such as eBay, Google, Yahoo! or Microsoft could

enter the peer-to-peer lending space by building its own platform or

acquiring an existing competitor. These companies may have significantly

greater financial, technical, marketing and other resources than we do and

may be able to devote greater resources to the development, promotion,

sale and support of their Internet-based platforms. These potential

competitors may be in a stronger position to respond quickly to new

technologies and may be able to undertake more extensive marketing

campaigns. These potential competitors may have more extensive

potential borrower bases than we do. In addition, these potential

competitors may have longer operating histories and greater name

recognition than we do. Moreover, if one or more of our competitors were

to merge or partner with another of our competitors or a new market

entrant, the change in the competitive landscape could adversely affect

our ability to compete effectively.

Intellectual Property

Our intellectual property rights are important to our business. We

rely on a combination of copyright, trade secret, trademark, patent and

other rights, as well as confidentiality procedures and contractual

provisions to protect our proprietary technology, processes and other

intellectual property. We have filed a patent application in respect of our

system.

Although the protection afforded by copyright, trade secret,

trademark and patent law, written agreements and common law may

provide some advantages, we believe that the following factors help us to

maintain a competitive advantage:

the technological skills of our software and website development

personnel;

frequent enhancements to our platform;

high levels of member satisfaction; and

our unique features and services available to our members, such as co-

borrower loans and MVP Verification.

Our competitors may develop products that are similar to our

technology, and our legal agreements may be copied directly from our

website by others. We enter into confidentiality and other written

agreements with our employees, consultants and other third-party partners

and service providers, and through these and other written agreements, we

attempt to control access to and distribution of our software,

documentation and other proprietary technology and information. Despite

our efforts to protect our proprietary rights, third parties may, in an

authorized or unauthorized manner, attempt to use, copy or otherwise

obtain and market or distribute our intellectual property rights or

technology or otherwise develop a product with the same functionality as

our own. Policing all unauthorized use of our intellectual property rights is

nearly impossible. Therefore, we cannot be certain that the steps we have

taken or will take in the future will prevent misappropriations of our

technology or intellectual property rights.

We have built our own software, and also rely on the software of

certain third parties, to process electronic cash movements, record book

entries and calculate cash balances in our members' accounts. If we were

to lose the right to use any of this third-party software or if their or our

software malfunctions, our ability to process and record payments could

be impaired until we can find another service provider or repair the

software then in use.

Personnel

As of October 1, 2009, we had no staff members. All business

functions are handled by the founders Wayne and Mark Kanter

Facilities

Our corporate headquarters, including our principal administrative,

marketing, and customer service functions, is located in W. Dundee, IL,

where we occupy an office suite. We believe that our existing facilities

are adequate for our current needs, but expect that as we grow and add

employees to our team and new infrastructure to our company that we will

be able to acquire additional office space on commercially reasonable

terms.

Legal Proceedings

We are not currently subject to any material legal proceedings.

However, one of our competitors, Prosper Marketplace, is currently facing

a class-action lawsuit for its alleged violation of federal and state

securities laws, and in November 2008 reached settlements with the SEC

and the North American Securities Administrators Association (NASAA)

regarding its sales of unregistered securities between January 2006 and

October 2008. We believe the possibility is remote that we will become

subject to similar actions in the future, including with regard to the SEC,

NASAA or potential class action lawsuits brought by our lender members.

If any action is taken against us or if suits are brought, we may be subject

to fines in amounts that cannot be determined at this time, and/or we may

have to rescind our sales of promissory notes to lender members in full or

compensate them for losses.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion in conjunction with our

financial statements and the related notes elsewhere in this

prospectus. This discussion contains forward-looking statements that

involve risks and uncertainties. Actual results and the timing of events

may differ materially from those contained in these forward-looking

statements due to a number of factors, including but not limited to those

discussed in the section entitled "Risk Factors" and elsewhere in this

prospectus.

Overview

InvestP2P.com operates a peer-to-peer lending platform where

individual and/or business borrower members can borrow money and

individual or corporate lender members can purchase Notes, the proceeds

of which enable the funding of designated loans to our borrower members.

When borrower members register on the platform and post a loan request,

they may be issued a InvestP2P.com credit grade based on a credit score

obtained for them from Experian, a credit reporting company. Loan

requests, if approved by InvestP2P.com, are posted on the website, and

may contain the borrower's credit grade and other credit summary data,

certain self-reported financial information and an indication of whether or

not the borrower has purchased our MVP Verification service or has a co-

borrower on their loan. Borrower loans are currently originated by

InvestP2P.com through the platform. In the event that we establish a

relationship with a national lending institution in the future, the borrower

loans will then be originated by the lending institution, and subsequently

sold and assigned to InvestP2P.com, without recourse to the lending

institution.

Lender members are able to access the InvestP2P.com website to

deposit funds electronically into a InvestP2P.com account, and then make

a "declaration" on loan postings by indicating the dollar amount they are

willing to commit to the loan and the minimum interest rate they are

willing to receive. By offering on loan postings, lender members are

committing to purchase a Note from InvestP2P.com that is equal in

principal amount to the dollar value of their bid.

Once funded, the borrower must request funds as needed from the

lender members of the Note. The lender members will vote on the

requisition and must have the necessary, previously disclosed, percentage

of affirmative votes in order for the requisition to be allowed. Once

approved, said funds will be sent to end user.

United Power and Media, Inc. was incorporated in Delaware in

September 2009. As of the date of this prospectus, the company has been

financed primarily with working capital provided by its Co-Founders

Mark Kanter and Wayne Kanter.

We have no operating history and will incur net losses. We will

earn revenue primarily from origination fees charged to borrower

members and loan servicing fees charged to lender members, as well as

from fees charged to borrower members for our MVP Verification service,

vendor registration, reporting opt-in fee, external vendor payment fees.

Over time, we expect that the number of borrower and lender

members using the platform, as well as the number of loan originations,

will increase. When we are able to accept new commitments from lender

members on the platform, we will generate increased revenue from the

fees charged to borrower and lender members.

Our operating plan calls for a strategy of raising debt and/or equity

financing to finance our operations and increase transaction volumes until

we reach profitability and become cash-flow positive, which we do not

expect to occur before 2012.

Critical Accounting Policies and Estimates

This discussion and analysis of our financial condition and results

of operations is based on our financial statements, which we have

prepared in accordance with generally accepted accounting principles. The

preparation of our financial statements requires that we make

assumptions, estimates and judgments that affect the reported amounts of

assets and liabilities, revenues and expenses and related disclosures.

InvestP2P.com management bases its estimates on historical experience

and on various other factors we believe to be reasonable under the

circumstances. Actual results may differ from these estimates. Our

significant accounting policies are more fully described in Note 1 to our

consolidated financial statements included elsewhere in this prospectus.

Revenue Recognition

Revenues are derived primarily from borrower origination fees,

lender servicing fees and MVP Verification fees. Origination fees charged

to borrower members are calculated as a percentage of the gross value of a

borrower loan, and are 5.0%, or 1.5% for Family and Friend loans. The

loan origination fee is included in the Annual Percentage Rate ("APR")

calculation provided to borrower members and is subtracted from the

gross loan proceeds prior to disbursement of loan funds to borrower

member trust accounts. A loan is considered funded when the Automated

Clearing House ("ACH") transaction has been initiated to a borrower

member's trust account or our ip2pvitual account on behalf of the

borrower.

Revenues related to borrower origination fees are recognized in

accordance with Statement of Financial Accounting Standards No. 91,

"Accounting for Non-refundable Fees and Costs" ("SFAS 91").

Lender member servicing fees accrue daily at a 1.0% annual rate

based on the outstanding principal balance of the borrower loan

corresponding to the Notes. Lender member servicing fee revenue is

recognized in accordance with Statement of Financial Accounting

Standards No. 156 , "Accounting for Servicing of Financial Assets, an

amendment of FASB Statement No. 140" ("SFAS 156"). These fees are

calculated and recognized when the monthly payment is received from the

borrower member. The servicing fee is charged on each repayment until

the loan is either paid in full or becomes delinquent, goes on non-accrual

status or is charged-off.

MVP Verification fees are $100. The fees are charged when a

borrower member selects the MVP Verification option and submits a loan

request for posting on the lending platform, and are generally debited

from borrower member bank accounts by ACH transfer at that time. These

fees are recognized as they are earned.

Servicing Rights

InvestP2P.com accounts for its servicing rights under the fair value

measurement method of reporting in accordance with Statement of

Financial Accounting Standards No. 156 , "Accounting for Servicing of

Financial Assets, an amendment of FASB Statement No. 140"

("SFAS 156"). Under the fair value method, InvestP2P.com measures

servicing assets at fair value at each reporting date and reports changes in

fair value in earnings in the period in which the changes occur.

InvestP2P.com estimates the fair value of servicing rights using a

discounted cash flow analysis of projected future expected cash flows that

are based upon a set of valuation assumptions InvestP2P.com believes

market participants would use for similar rights. The primary assumptions

InvestP2P.com uses for valuing its servicing rights include prepayment

speeds, default rates, cost to service, profit margin, and discount

rate. InvestP2P.com reviews these assumptions quarterly to ensure that

they remain consistent with market conditions. Inaccurate assumptions in

valuing the servicing rights could affect InvestP2P.com's results of

operations.

Results of Operations

Revenues

Our business model is based on charging transaction fees to our

borrower and lender members. Borrower members are charged an

origination fee for the services we provide in arranging their loan and

lender members pay a servicing fee for managing repayments on the loans

and maintaining account portfolios. Borrower members are also charged

for our MVP Verification services. We also charge failed payment fees to

borrower members when, at the time of a scheduled payment on a loan,

they have insufficient funds in their bank account to initiate a transfer of

funds. We also generate revenue from interest earned on cash and cash

equivalents, vendor registration, reporting opt in, and external vendor

payment.

Borrower Member Origination Fees

For the services we provide in arranging borrower loans, our

borrower members pay a one-time transaction fee when their loans are

originated. The fee is equal to the greater of $95 or a designated

percentage of the gross value of the loan, which is 5.0%, or for F&F loans

which are 1.5%.

The fee is deducted from the gross value of the loan, and the net

loan proceeds are sent to the borrower member's trust account. The fee is

included in the APR calculation provided to the borrower member. We do

not receive a borrower origination fee if a borrower member loan request

does not close.

MVP Verification Fees

We charge borrower members a $100 fee if they purchase our

MVP Verification service. An additional $25 is added to the base fee for a

co-borrower loan. The fees are charged when a borrower member

purchases the MVP Verification service and submits a loan request for

posting on the InvestP2P.com platform, and are generally debited from

borrower bank accounts by ACH transfer.

Borrower Member Failed Payment Fees

Our procedures generally require the automatic debiting of

borrower member bank accounts by ACH transfer, though we also allow

payment by bank draft, subject to a 1.0% increase in the borrower

member's loan origination fee. We charge a failed payment fee if, when a

borrower's monthly repayment comes due, there are insufficient funds in

the borrower's bank account, or if the account has been closed or

otherwise suspended. We retain the entire amount of the failed payment

fee, which is currently $15 per failed payment or a lesser amount as

permitted by applicable law.

Lender Member Servicing Fees

Lender member servicing fees accrue daily at a 1.0% annual rate

based on the outstanding principal balance of the borrower loan

corresponding to the Notes. These fees are calculated and recognized

when the monthly payment is received from the borrower member. A

servicing fee is also charged before we pass borrower member late

payment fees along to lender members. This fee is calculated as 1.0% of

the late fee amount, which is the greater of 5.0% of the late payment

amount, or $15, or a lesser amount as permitted by applicable law.

Interest Income

We will primarily hold our cash in checking and interest-bearing

accounts.

Operating Expenses

Sales, Marketing and Customer Service Expense

Sales, marketing and customer service expense consists primarily

of marketing campaigns and trade shows, in addition to compensation

related to customer service personnel.

Engineering Expense

Engineering expense consists primarily of costs related to the

development and maintenance of the Company's Internet-based platform

and costs related to web hosting services, hardware and software.

General and Administrative Expense

General and administrative expense consists primarily of costs

related to professional services such as legal and accounting fees, fees

paid to third-party service providers who support the operation of the

Company's web platform and compensation expense.

We expect that general and administrative expenses will increase

in absolute terms due to the planned investment in infrastructure to

support our growth and the additional costs related to operating as an

SEC-reporting company, including the increased cost of compliance and

audit fees resulting from required SEC filings. However, as a percentage

of revenue, we expect general and administrative expenses to decline as

we grow.

Liquidity and Capital Resources

The financial statements included in this registration statement

have been prepared assuming that the Company will continue as a going

concern. However, the conditions discussed below raise substantial doubt

about the Company's ability to continue as a going concern. The financial

statements do not include any adjustments to reflect the possible future

effects on the recoverability and classification of assets or the amounts

and classifications of liabilities that may result should the Company be

unable to continue as a going concern.

Since its inception, the Company has financed its operations through

debt and equity financing from various sources. The Company is

dependent upon raising additional capital or debt financing to fund its

current operating plan. Failure to obtain sufficient debt and equity

financing and, ultimately, to achieve profitable operations and positive

cash flows from operations could adversely affect the Company's ability

to achieve its business objectives and continue as a going concern.

Further, there can be no assurance as to the availability or terms of the

required financing and capital.

Cash provided by financing activities consisted primarily of funds

advanced by Mark and Wayne Kanter.

We have no committed external sources of funding. To the extent

our capital resources are insufficient to meet our future capital

requirements, we will need to finance our cash needs through public or

private equity offerings or debt financing. Additional equity or debt

financing may not be available on reasonable terms, if at all.

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

InvestP2P.com has adopted the provisions of the Financial

Accounting Standards Board (FASB) issued Interpretation No. 48,

Accounting for Uncertainty in Income Taxes - an interpretation of FASB

Statement No. 109 (FIN 48). FIN 48 clarifies the accounting for

uncertainty in income taxes recognized in an enterprise's financial

statements in accordance with SFAS No. 109, Accounting for Income

Taxes and prescribes a recognition threshold of more-likely-than-not to be

sustained upon examination.

Statement of Financial Accounting Standards No. 109,

"Accounting for Income Taxes" ("SFAS 109") provides for the

recognition of deferred tax assets if realization of such assets is more

likely than not. We will continue to evaluate the realizability of the

deferred tax assets on a quarterly basis.

Off-Balance Sheet Arrangements

We do not engage 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.

Impact of New Lending Platform Structure

The historical information and accounting policies described in

this "Management's Discussion and Analysis of Financial Condition and

Results of Operations," as well as in our financial statements included

elsewhere in this prospectus, reflect the operations and structure of our

platform prior to the date of this prospectus. Following the date of this

prospectus we will implement the new structure described in "About the

Lending Platform" and begin issuing the Notes. The change in operation

of our platform, as well as our adoption of certain new accounting

pronouncements, will have a significant impact on our financial

statements and results of operations for periods following the date of this

prospectus. As a result of these changes, InvestP2P.com expects that

borrower loans and the Notes will be carried on our balance sheet as

assets and liabilities, respectively, under the new operating structure.

Summarized below are the material changes we presently expect from the

changes to our operations on the platform. Because the Notes are an

atypical financing structure, we will continue to evaluate the impact of the

changes that this shift in our operations will have on our financial

condition, results of operations and cash flow.

In conjunction with our operating structure effective as of the date

of this prospectus, we plan to adopt the provisions of Statement of

Financial Accounting Standards No. 159, " The Fair Value Option for

Financial Assets and Financial Measurements " ("SFAS 159"). SFAS 159

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 intend to apply the provisions of SFAS 159 to

the Notes and borrower loans issued subsequent to the date of this

prospectus. We do not anticipate applying the provisions of SFAS 159 to

loans issued prior to the date of this prospectus. In accordance with

SFAS 159, we will disclose for each period for which an interim or annual

income statement is presented the estimated amount of gains or losses

included in earnings during the period attributable to changes in

instrument-specific credit risk and how the gains or losses attributed to

changes in instrument-specific credit risk were determined. We will not

record an allowance account related to borrower loans in which we have

elected the fair value option. The fair value of borrower loans is expected

to be estimated using discounted cash flow methodologies adjusted for our

expectation of both the rate of default of the loans and the amount of loss

in the event of default.

As the provisions of SFAS 159 will not be applied to eligible items

existing at the date of this prospectus, adoption of SFAS 159 will not

result in a cumulative-effect adjustment to our opening balance

accumulated deficit. In applying the provisions of SFAS 159, we will

record 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 will report the aggregate fair value of the Notes and

borrower loans as separate line items in the assets and liabilities sections

of the balance sheet using the methods described in Statement of Financial

Accounting Standards No. 157, " Fair Value Measurements"

("SFAS 157").

SFAS 157 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.

Changes in fair value of the Notes and borrower loans subject to the

provisions of SFAS 159 will be recognized in earnings, and fees and costs

associated with the origination or acquisition of borrower loans will be

recognized as incurred rather than deferred.

We will determine the fair value of the Notes and borrower loans

in accordance with the fair value hierarchy established in SFAS 157 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 similar assets and liabilities, we

believe the Notes and borrower loans should be considered Level 3 financial

instruments under SFAS 157. For borrower loans, the fair value is

expected to be estimated using discounted cash flow methodologies

adjusted for our expectation of both the rate of default of the loans and the

amount of loss in the event of default. 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 will be reported separately in earnings. 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. Accordingly,

as market interest rates fluctuate, the resulting change in fair value of the

fixed rate borrower loans and fixed rate Notes will not be the same.

We will also disclose the difference between the aggregate fair

value and the aggregate unpaid principal balance of borrower loans for

which the fair value option has been adopted. In addition, we will disclose

the aggregate fair value of borrower loans past due by 121 days or more

and the fair value of borrower loans in nonaccrual status as well as the

difference between the aggregate fair value and aggregate unpaid principal

balance for loans that are 121 days or more past due and/or in nonaccrual

status. For borrower loans, we will disclose the estimated amount of gains

or losses included in earnings during the period attributable to changes in

instrument-specific credit risk and how the gains or losses attributable to

changes in instrument-specific credit risk were determined. For Notes

with fair values that have been significantly affected during the reporting

period by changes in the instrument-specific credit risk, we will disclose

the estimated amount of gains and losses from fair value changes included

in earnings that are attributable to changes in the instrument-specific

credit risk, the qualitative information about the reasons for those changes

and how the gains and losses attributable to changes in instrument-specific

credit risk were determined.

To the extent payments are received subsequent to the maturity of

a borrower loan, they will first be used to reduce the borrower loan

balance reported at fair value, if any. To the extent the reported fair value

of the borrower loan is zero, any payments received subsequent to

maturity will be recognized in earnings as a gain in the period received.

In accordance with the fair value option of SFAS 159, a borrower

loan for which there is an unpaid portion at maturity and for which

collection is in doubt would presumably have a zero or minimal fair value.

Any change in fair value of that particular borrower loan since the last

reporting period would be included in earnings in the current period with

any remaining fair value balance recorded as an asset on the balance

sheet.

In the footnotes to our financial statements, we will reflect all

significant terms of the Notes including their lack of recourse to

InvestP2P.com. 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 the Note is approximately equal to the fair

value of the borrower loan, less the 1.0% servicing 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).

In circumstances where we do not act in the capacity of a lender

member on the platform, borrower loan originations and scheduled

principal payments will be shown as an investing activity on the statement

of cash flow.

The origination of Notes and scheduled principal payments will be

shown as financing activities on the statement of cash flow. Consistent

with the guidance of Emerging Issues Task Force ("EITF") No. 99-19,

Reporting Revenue Gross as a Principal versus Net as an Agent , we will

record interest income on the borrower loans and interest expense on the

Notes on the accrual method.

In applying the provisions of SFAS 159, we will record 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 will report

the aggregate fair value of the Notes and borrower loans as separate line

items in the assets and liabilities sections of the balance sheet.

GOVERNMENT REGULATION

Overview

The consumer and business loan industry is highly

regulated. InvestP2P.com, and the borrower loans issued through the

InvestP2P.com platform, are subject to extensive and complex rules and

regulations, licensing and examination by various federal, state and local

government authorities. These authorities impose obligations and

restrictions on our activities and the borrower loans made or sold through

our platform. In particular, these rules limit the fees that may be assessed

on the borrower loans, require extensive disclosure to, and consents from,

our borrower members, prohibit discrimination and impose multiple

qualification and licensing obligations on InvestP2P.com. Failure to

comply with these requirements may result in, among other things,

revocation of required licenses or registrations, loss of approved status,

voiding of the loan contracts, indemnification liability to contract

counterparties, class action lawsuits, administrative enforcement actions

and civil and criminal liability. While compliance with such requirements

is at times complicated by our business model, we believe we are in

substantial compliance with these rules and regulations. These rules and

regulations are subject to continuous change, however, and a material

change could have an adverse effect on our compliance efforts and ability

to operate.

Because we do not possess lending licenses in every U.S. state, we

may be unable to conduct, or we may have to discontinue, any lending

activities or limit the rates of interest charged on borrower loans in certain

states. We may also face increased costs and state-by-state compliance

burdens if we fail to reach an agreement with a national lending

institution, or if such an agreement is reached and subsequently

terminated.

State and Federal Regulations and Consumer Protection Laws

As a consumer and business lender, InvestP2P.com must adhere to

applicable state laws and regulations, including licensing and disclosure

requirements. InvestP2P.com must also comply with applicable sections of

the federal Consumer Credit Protection Act, including, but not necessarily

limited to, the Fair Credit Reporting Act, Equal Credit Opportunity Act,

Fair Debt Collection Practices Act, Electronic Fund Transfer Act, and the

Truth-in-Lending Act, in addition to the federal Electronic Signatures in

Global and National Commerce Act (ESIGN) and other laws and

regulations regarding privacy, fair business practices and data security .

InvestP2P.com is subject to examination, supervision, and potential

regulatory investigations and enforcement actions by state and federal

agencies, such as the Federal Trade Commission, that administer the

federal consumer protection laws. The company lends money only in

states where it either has a valid lending license or is exempt under certain

state codes of law.

State Licensing Requirements

InvestP2P.com will hold consumer lending licenses, similar

authorizations, or is otherwise exempt from licensing requirements in 4

state and is currently subject to supervision and examination by the

regulatory authorities that administer the state lending laws in each of

these states. State lending laws and regulations vary from state to state,

and impose a number of rules and regulations including with regard to:

record keeping requirements;

restrictions on loan origination and servicing practices, including limits on

finance charges and the fees that can be assessed;

disclosure requirements;

periodic examinations;

surety bond and minimum net worth requirements;

financial reporting requirements;

notification requirements for changes in principal officers, stock

ownership or corporate control;

advertising restrictions; and

loan form review requirements.

State Usury Regulations

If we establish an agreement with an FDIC-insured national

lending institution in the future, applicable federal law will preempt state

usury limitations because FDIC-insured depository institutions are able to

"export" the interest rates permitted under the laws of the state where the

lending institution is located when making loans to borrowers who reside

in other states, regardless of the usury limitations imposed by the state law

of the borrower's residence. However, a few jurisdictions have elected to

opt out of the federal usury preemption available to such lending

institutions, so to the extent that a borrower loan is deemed to be "made"

in such a jurisdiction by the lending institution, the loan would be subject

to the maximum interest rate limit of that jurisdiction.

Disclosure Requirements and other Lending Laws and Regulations

We are also subject to state and federal consumer lending laws and

regulations that relate to matters such as:

loan disclosures;

credit discrimination;

credit reporting; and

debt collection and unfair or deceptive business practices.

Through our compliance and other efforts, we seek to comply with

these requirements. These laws and regulations may be enforced by state

consumer credit regulatory agencies, state attorneys general, the Federal

Trade Commission and private litigants, among others. Given the business

model of the InvestP2P.com platform and the subjective nature of some of

these laws and regulations, particularly laws regulating unfair or deceptive

business practices, we may become subject to regulatory scrutiny or legal

challenge with respect to our compliance with these requirements.

Truth-in-Lending Act

The Truth-in-Lending Act (TILA), and Regulation Z issued by the

Federal Reserve Board that implements it, requires lenders to provide

certain uniform disclosures to borrowers concerning the terms of

consumer and business loans they will issue. These disclosures include the

annual percentage rate (APR), the finance charge, the amount financed,

the number of payments and the amount of the monthly payment. As

required by TILA, we provide these disclosures before loans are closed by

providing borrower members with TILA disclosure at the time they post a

loan request on the platform. If the borrower member's request is not fully

funded by the end of the offering period and the borrower opts to utilize

the partial funding feature, we provide an updated TILA disclosure before

loan closing. We aim to comply with TILA requirements related to

advertising of credit and the treatment of borrower credit balances.

Equal Credit Opportunity Act

The federal Equal Credit Opportunity Act (ECOA), and

Regulation B issued by the Federal Reserve that implements it, prohibit

lenders from discrimination of credit applicants on the basis of race,

color, religion, sex, age (with certain limited exceptions), national origin,

marital status, or because all or part of an applicant's income is derived

from any public assistance program or because the applicant has in good faith

exercised any right under the federal Consumer Credit Protection Act or

any relevant state law. Regulation B also prohibits lenders from requesting

certain types of information from credit applicants and from making

statements that could discourage a reasonable person from making or

pursuing an application. All of these requirements apply to InvestP2P.com

and to any banking partner or national lending institution that may issue

loans on the Company's behalf in the future. Moreover, because these

requirements may also apply to lender members who utilize the

InvestP2P.com platform by making bids and purchasing Notes, our Lender

Member Registration and Note Purchase Agreement also requires lender

members to comply with ECOA in their bidding and Note purchase

decisions. We seek to comply with ECOA's prohibitions against

discrimination and discouragement of loan applications, and borrower

members are instructed to withhold from their loan request postings the

type of information that lenders are not permitted to request from credit

applicants under ECOA.

ECOA also requires lenders to provide consumers with timely

notice of adverse action taken on credit applications, and to give the

consumer and business the principal reasons why adverse action was

taken. We provide prospective borrowers who apply for, but fail to obtain,

a borrower loan through our platform with an adverse action notice in

compliance with ECOA's requirements. See "Government Regulation

Fair Credit Reporting Act" for more information on adverse action

disclosures.

Fair Credit Reporting Act

The federal Fair Credit Reporting Act (FCRA) promotes the

accuracy, fairness and privacy of information in the files of credit

reporting companies. Specifically, the FCRA requires that there be a

permissible purpose to obtain a consumer credit report, and that persons

who report loan payment information to credit reporting companies do so

accurately. There are also disclosure requirements under the FCRA when

lenders take adverse action on a credit application based on information

contained in a credit report. We provide an ECOA/FCRA adverse action

notice with the required disclosures to prospective borrowers who apply

for, but fail to obtain, a borrower loan through our platform. Effective

November 1, 2008, creditors must also develop and implement an identity

theft prevention program for combating identity theft in connection with

new and existing accounts. InvestP2P.com has a permissible purpose for

obtaining credit reports on prospective borrowers, and explicitly receives

their consent to do so when they agree to the credit profile authorization

during the borrower member registration process. We also report loan

payment and delinquency information to the credit reporting companies in

compliance with the FCRA.

Fair Debt Collection Practices Act

The federal Fair Debt Collection Practices Act (FDCPA) provides

guidelines and limitations on the conduct of third-party debt collectors in

connection with the collection of consumer debts. The FDCPA limits

certain communications with third parties, imposes notice and debt

validation requirements, and prohibits threatening, harassing or abusive

conduct in the course of debt collection. While the FDCPA applies to

third-party debt collectors, debt collection laws of certain states impose

similar requirements on lenders who collect their own debts. Our Lender

Member Registration and Note Purchase Agreement prohibits lender

members from any attempts to collect on late or defaulted borrower loans

themselves. As of the date of this prospectus, InvestP2P.com has not

contracted with any third-party debt collectors, but it may do so in the

future. In the event that InvestP2P.com does contract with one or more

third-party debt collectors for the purpose of collecting on late or

defaulted loans, these debt collectors will be required to comply with the

FDCPA and all other applicable laws concerning the collection of

delinquent accounts of InvestP2P.com borrower members.

Servicemembers Civil Relief Act

The federal Servicemembers Civil Relief Act (SCRA) allows

military members to suspend or postpone certain civil obligations so that

the military member can devote his or her full attention to military duties.

Under SCRA rules, InvestP2P.com must adjust the interest rates for

borrower members serving in the military who qualify for and request

relief. If a borrower member with an outstanding borrower loan goes on

active military duty and can show that such military service has materially

impacted his or her ability to make payments on the loan, InvestP2P.com

will reduce the interest rate on the loan to 6.0% for the duration of the

borrower member's active service. During this period, the lender members

who are holders of Notes corresponding to the borrower loan will not

receive the difference between 6.0% and the interest rate on the loan at

origination. For borrower members to obtain interest rate reductions due

to military service, borrower members must send to us a written request

and a copy of their mobilization orders.

We do not take military service into account when assigning

InvestP2P.com credit grades to borrower members requesting loans on the

platform.

Privacy and Data Security Laws

The federal Gramm-Leach-Bliley Act (GLBA) limits the

disclosure of nonpublic personal information about a consumer to

nonaffiliated third parties and requires financial institutions to disclose

certain privacy policies and practices with respect to its information

sharing with affiliated and nonaffiliated third parties, as well as to

safeguard personal customer information. A number of states have enacted

similar privacy and data security laws requiring safeguards for the privacy

and security of personally identifiable information. These laws also

require that consumers be notified in the event of a breach of such privacy

or security. InvestP2P.com's privacy policy, available to all visitors to our

website, conforms to the requirements of the GLBA. We have policies and

procedures in place that are intended to maintain securely the personal

information of all of our members. We do not sell, rent or share such

information with any third parties for marketing purposes.

Electronic Funds Transfer Act and NACHA Rules

The federal Electronic Fund Transfer Act (EFTA) and Regulation

E issued by the Federal Reserve that implements it, provide guidelines and

place restrictions on the electronic transfer of funds from consumers' bank

accounts. This includes preauthorized electronic fund transfers from such

accounts to make loan payments, such as those that take place on the

InvestP2P.com platform. Most of the transfers of funds through the

InvestP2P.com platform, such as those that occur when a borrower loan is

originated and when the loans are repaid by borrower members, are

conducted through Automated Clearinghouse (ACH) electronic transfers,

which are subject to detailed timing and notification rules and guidelines

administered by the National Automated Clearinghouse Association

(NACHA). We obtain the necessary electronic authorizations from

borrower and lender members for such transfers, which are conducted in

accordance with the EFTA and its regulations, and with the NACHA

guidelines.

Electronic Signatures in Global and National Commerce Act/Uniform

Electronic Transactions Act

The federal Electronic Signatures in Global and National

Commerce Act (ESIGN) and similar state laws, especially the Uniform

Electronic Transactions Act (UETA), authorize the creation of legally

binding and enforceable agreements utilizing electronic records and

signatures, including electronic promissory notes such as those

representing loan agreements arranged on the InvestP2P.com platform.

ESIGN and UETA require that businesses using electronic records or

signatures in consumer transactions must obtain a consumer's consent to

receive information electronically. Borrower and lender members are

asked to provide such consent to transact business electronically when

they register on the InvestP2P.com platform. We maintain electronic

records in compliance with ESIGN and UETA requirements.

Bank Secrecy Act

InvestP2P.com implements various anti-money laundering and

customer screening requirements of applicable federal law. When

prospective borrower, co-borrower and lender members sign up to use the

platform, InvestP2P.com applies the customer verification program rules

and screens names against the list of Specially Designated Nationals

maintained by the Office of Foreign Assets Control (OFAC) pursuant to

the USA PATRIOT Act amendments to the Bank Secrecy Act (BSA) and

its implementing regulation. InvestP2P.com also has anti-money

laundering policies and procedures in place to comply with the relevant

requirements of the USA PATRIOT Act and the BSA.

Foreign Laws and Regulations

InvestP2P.com does not allow non-U.S. residents to register as

members on its platform and has no operations outside of the United

States. Therefore, we are not subject to foreign laws or regulations.

New Laws and Regulations

From time to time, new federal and state legislation is proposed

and new regulations are introduced that could result in additional

regulation of, and restrictions on, the business of consumer lending. We

cannot predict how any such legislation or regulations, if adopted, will

impact our business. In addition, the interpretation of existing legislation

may change or may apply to our business model in a different way than

originally anticipated. Compliance with such new requirements could

involve additional costs, which could have a material adverse impact on

our business. As a consequence of the extensive regulation of commercial

lending in the United States, our business is particularly susceptible to

being affected by federal and state legislation and regulations that may

increase our cost of doing business.

MANAGEMENT

Executive Officers and Directors

The following table sets forth information about our executive

officers and directors as of the date of this prospectus:

Name Ag Position(s)

Mark W. Kanter 41 Chairman of the Board; Director

Wayne R. Kanter 44 President; Chief Executive Officer; Director

Mark W. Kanter is Co-Founder and Chairman of United Power and Media, Inc.

Prior to United Power and Media, he Co-Founded Bang Out Games, a company

that provides independent video game developers with financial, technical

and marketing resources. At Bang Out, Mr. Kanter was instrumental in raising

seed capital from angel investors, developing an online game submission

system, filing patents and building relationships with Game Portals.

Mr. Kanter resides as Chairman of Bang Out, overseeing its game investments.

He is also a 15 year veteran software developer having consulted for

startups, fortune 500 companies and government agencies, such as UPS,

Intuit, Bechtel, Osceola County, Omnemail, CBS Storerunner, and RFP Express.

Mr. Kanter was also the driving force behind several other internet ventures,

including PodcastSPOTS and 5StarCards. In 2008, Mr Kanter joined Union

Bank of California in the Business Intelligence & Data Warehousing

Department as a Marketing Technology Manager.

Wayne R. Kanter is Co-Founder and acting President and Chief Financial

Officer at United Power and Media, Inc. Prior to joining United Power

and Media, he spent 7 years as Vice President of Cardinal Savings Bank.

He is the founder and current owner of Kanter Financial. Mr. Kanter

currently holds the Financial Industry Regulatory Authority (FINRA)

Series 7, 63, and 24 licenses as well as having his insurance producer

license for the past twelve years. Mr. Kanter has been securities licensed

for 17 years.

Board Composition and Election of Directors

We have elected Mark Kanter as chairman of the board and Wayne

Kanter a board member.

Mark Kanter and Wayne Kanter are brothers.

Director Independence

Because our common stock is not listed on a national securities

exchange, we are not required to maintain a board consisting of a majority

of independent directors or to maintain an audit committee, nominating

committee or compensation committee consisting solely of independent

directors. Our board of directors has not analyzed the independence of our

directors under any applicable stock exchange listing standards. Holders

of the Notes have no ability to elect or influence our directors.

Board Committees

Nominating Committee and Compensation Committee

We are not a "listed issuer" as defined under Section 10A-3 of the

Exchange Act. We are, therefore, not required to have a nominating or

compensation committee comprised of independent directors. We

currently do not have a standing nominating or compensation committee

and accordingly, there are no charters for such committees. We believe

that standing committees are not necessary and the directors collectively

have the requisite background, experience and knowledge to fulfill any

limited duties and obligations that a nominating committee and a

compensation committee may have.

Audit Committee and Audit Committee Financial Expert

We are not a "listed issuer" as defined under Section 10A-3 of the

Exchange Act. We are, therefore, not required to have an audit committee

comprised of independent directors. We currently do not have an audit

committee and accordingly, there is no charter for such a committee. We

also do not currently have an audit committee financial expert. The board

of directors performs the functions of an audit committee. We believe that

our directors collectively have the requisite financial background,

experience and knowledge to fulfill the duties and obligations that an

audit committee would have, including overseeing our accounting and

financial reporting practices.

Director Compensation

Limitations on Officers' and Directors' Liability and Indemnification

Agreements

As permitted by Delaware law, our certificate of incorporation and

bylaws contain provisions that limit or eliminate the personal liability of

our directors for breaches of duty to the corporation. Our certificate of

incorporation and bylaws limit the liability of directors to the fullest

extent permitted under applicable law. Delaware law provides that

directors of a corporation will not be personally liable for monetary

damages for breaches of their fiduciary duties as directors, except

liability for:

any breach of the director's duty of loyalty to us or our stockholders;

any act or omission not in good faith, believed to be contrary to the

interests of the corporation or its shareholders, involving reckless

disregard for the director's duty, for acts that involve an unexcused pattern

of inattention that amounts to an abdication of duty, or that involves

intentional misconduct or knowing or culpable violation of law;

any unlawful payments related to dividends, unlawful stock repurchases,

redemption, loans, guarantees or other distributions; or

any transaction from which the director derived an improper personal

benefit.

The limitations do not apply to liabilities arising under federal

securities laws (because such indemnification is against public policy as

expressed in the Securities Act and is therefore unenforceable) and do not

affect the availability of equitable remedies, including injunctive relief or

rescission.

As permitted by Delaware law, our certificate of incorporation and

bylaws also provide that:

we will indemnify our directors and officers to the fullest extent permitted

by law;

we may indemnify our other employees and other agents to the same

extent that we indemnify our officers and directors; and

we will advance expenses to our directors and officers in connection with

a legal proceeding, and may advance expenses to any employee or agent;

provided, however, that such advancement of expenses shall be made only

upon receipt of an undertaking by the person to repay all amounts

advanced if it should be ultimately determined that the person was not

entitled to be indemnified.

The indemnification provisions contained in our certificate of

incorporation and bylaws are not exclusive.

In addition to the indemnification provided for in our certificate of

incorporation and bylaws, we have entered into indemnification

agreements with each of our directors. These indemnification agreements

require us, among other things, to indemnify such persons for all

expenses, including attorney fees, judgments, fines and amounts paid in

settlement (if such settlement is approved in advance by InvestP2P.com)

actually and reasonably incurred by such person in connection with the

investigation, defense or appeal of:

any proceeding to which such person may be made a party, a potential

party, a non-party witness, or otherwise by reason of (i) such person's

service as a director or officer of InvestP2P.com, (ii) any action or

inaction taken by such person or on such person's part while acting as

director, officer, employee or agent of InvestP2P.com, or (iii) such person's

actions while serving at the request of InvestP2P.com as a director, officer,

employee or agent of another corporation, partnership, joint venture, trust,

employee benefit plan or other enterprise, and in any such case described

above, whether or not serving in any such capacity at the time any liability

or expense is or was incurred; or

establishing or enforcing a right to indemnification under the agreement or

advancement of expenses from InvestP2P.com under the agreement or

under any directors' and officers' liability insurance policies maintained

by InvestP2P.com to the extent that such person is successful in such

action.

Under the indemnification agreements, we are not obligated to

provide indemnification on account of any proceeding unless such person

acted in good faith and in a manner reasonably believed to be in the best

interests of InvestP2P.com, and with respect to criminal proceedings, such

person had no reasonable cause to believe his conduct was unlawful. The

termination of a proceeding by judgment, settlement, conviction or upon a

plea of nolo contendere or its equivalent does not, by itself, create the

presumption that such person did not satisfy the above standards. In

addition, under the indemnification agreements, we are not obligated to

provide indemnification:

for any proceedings or claims initiated or brought voluntarily by such

person and not by way of defense, unless such indemnification is

authorized by the Company, other than a proceeding to establish such

person's right to indemnification;

for any expenses incurred by such person with respect to any proceeding

instituted by such person to enforce and interpret the terms of his

indemnification agreement, unless such person is successful in such

action;

for which payment has actually been made to or on behalf of such person

under any statute, insurance policy, indemnity provision, vote or

otherwise, except with respect to any excess beyond the amount paid;

for an accounting or disgorgement of profits pursuant to Section 16(b) of

the Exchange Act, as amended, or similar provisions of federal, state or

local statutory law or common law, if such person is held liable therefor

(including pursuant to any settlement arrangements); and

for any reimbursement of InvestP2P.com by such person of any bonus or

other incentive-based or equity-based compensation or of any profits

realized by such person from the sale of securities of InvestP2P.com, as

required in each case under the Exchange Act, as amended (including any

such reimbursements that arise from an accounting restatement of

InvestP2P.com pursuant to Section 304 of the Sarbanes-Oxley Act of 2002

(the "Sarbanes-Oxley Act"), or the payment to InvestP2P.com of profits

arising from the purchase and sale by such person of securities in violation

of Section 306 of the Sarbanes-Oxley Act), if such person is held liable

therefor (including pursuant to any settlement arrangements).

The indemnification agreements also provide that we agree to

indemnify such persons to the fullest extent permitted by law, even if such

indemnification is not specifically authorized by the other provisions of

the agreement or our certificate of incorporation or bylaws. Moreover, the

indemnification agreements provide that any future changes under

Delaware law that expand the ability of a Delaware corporation to

indemnify its officers and directors are automatically incorporated into the

agreements.

We believe that these provisions and agreements are necessary to

attract and retain qualified persons as directors and officers.

We do not currently maintain a general liability insurance policy

that covers certain liabilities of directors and officers of our corporation

arising out of claims based on acts or omissions in their capacities as

directors or officers.

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table provides information regarding the

compensation earned during the year 2009 by each person serving during

the fiscal year of 2009 as our principal executive officer or other executive

officer, who we collectively refer to as our "named executive officers."

Stock

Ye Salar Bonu Awards Total

Name and Principal Position ar y ($) s ($) ($)(1) s ($)

Wayne R. Kanter, Chief Executive 20

0 0 0 0

Officer 09

Mark W. Kanter, Chairman 20

0 0 0 0

TRANSACTIONS WITH RELATED PERSONS

Financing Arrangements with Directors, Executive Officers and

Significant Shareholders

Wayne Kanter and Mark Kanter have committed $500 each.

Indemnification Agreements

Our certificate of incorporation and bylaws provides that we will

indemnify our directors and officers to the fullest extent permitted by

Delaware law. For more information regarding these agreements, see

"Management Limitations on Officers' and Directors' Liability and

Indemnification Agreements."

PRINCIPAL SECURITYHOLDERS

The following table sets forth information regarding the beneficial

ownership of our common stock as of September 1, 2009, by:

each of our named executive officers;

Beneficial ownership is determined in accordance with the rules of

the SEC. These rules generally attribute beneficial ownership of securities

to persons who possess sole or shared voting power or investment power

with respect to those securities and include shares of common stock

issuable upon the exercise of stock options that are immediately

exercisable or exercisable within 60 days after September 11,

2009. Except as otherwise indicated in the footnotes to the table below, all

of the shares reflected in the table are shares of common stock and all

persons listed below have sole voting and investment power with respect

to the shares beneficially owned by them, subject to applicable

community property laws. The information is not necessarily indicative of

beneficial ownership for any other purpose.

Percentage ownership calculations are based on 1000 shares of

common stock outstanding as of September 11, 2009.

Addresses of named beneficial owners are in care of

InvestP2P.com, 510 Market Loop, Suite 102, W. Dundee, IL 60118.

Number of Percentage of

Name of Beneficial Owner Shares Shares

Officers and Directors

Mark W. Kanter

500 50.00.%

Wayne R. Kanter

500 50.00%

All officers and directors as a

1000 100.00%

group

EXPERTS

InvestP2P.com.

INDEX TO FINANCIAL STATEMENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

FIRM

-2

BALANCE SHEETS

-3

STATEMENTS OF OPERATIONS

-4

STATEMENTS OF EQUITY AND STOCKHOLDERS' DEFICIT

-5

STATEMENTS OF CASH FLOWS

-6

NOTES TO FINANCIAL STATEMENTS

-7

United Power and Media, Inc.

InvestP2P.com, INC.

Notes to Financial Statements

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the

Registrant has duly caused this Registration Statement to be signed on its

behalf by the undersigned, thereunto duly authorized in W. Dundee, IL, on

the 22nd day of February, 2010.

InvestP2P.com.

By: /s/Wayne R. Kanter

Wayne R. Kanter

President and co-founder

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose

signature appears below constitutes and appoints Mark W. Kanter and

Wayne R. Kanter, and each of them, his true and lawful attorneys-in-fact

and agents, with full power of substitution and resubstitution for him and

in his name, place and stead, in any and all capacities, to sign any and all

amendments (including post-effective amendments) to this Registration

Statement, and any subsequent registration statements pursuant to

Rule 462 of the Securities Act and to file the same, with all exhibits

thereto, and other documents in connection therewith, with the Securities

and Exchange Commission, granting unto said attorneys-in-fact and

agents, and each of them, full power and authority to do and perform each

and every act and thing requisite and necessary to be done in and about

the premises, as fully to all intents and purposes as he/she might or could

do in person, hereby ratifying and confirming all that each of said

attorney-in-fact or his substitute or substitutes, may lawfully do or cause

to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this

Registration Statement has been signed by the following persons in the

capacities and on the dates indicated.

Name Title Date

Chairman of the Board (Principal

/s/ Mark W. Kanter 02/22/10

Executive Officer); Director

Mark W. Kanter

02/22/10

/s/ Wayne R. Kanter Chief Executive Officer; President;

Director

Wayne R. Kanter

EXHIBIT INDEX

Exhibit

Number Description

3.1 Certificate of Incorporation of the Registrant

3.2* Bylaws of the Registrant

4.1* Form of Borrower Member Payment Dependent Note

(included as Exhibit A in

4.2)

4.2* Form of Indenture between InvestP2P.com and to be

named trustee

5.1* Opinion of law firm passing on the validity of the Notes

8.1* Opinion regarding tax matters

10.1* Form of Lender Member Registration and Note Purchase

Agreement

10.2* Form of Borrower/Co-Borrower Member Registration Agreement

10.3* Form of Borrower Loan Agreement

(included in Exhibits 10.1 and 10.2)

23.1 Consent of Detterbeck, Johnson, and Monson

23.2* Consent of law firm passing on the validity of the Notes

(included in Exhibit 5.1)

24.1 Power of Attorney (included on signature page)

25.1* Form T-1 Statement of Eligibility under Trust Indenture

Act of 1939

* To be filed by amendment

Financial Statement Schedules -- No financial statement schedules have

been submitted because they are not required or applicable or because the

information required is included in the financial statements or the notes

thereto.

United Power & Media Inc S-1/A