UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

[ X ] ANNUAL REPORT UNDER SECTION 13 0R 15( d ) OF THE SECURITIES EXCHANGE ACT OF 1934

For the yearly period ended March 31, ~~2009~~2010

[ ] TRANSITION REPORT UNDER SECTION 13 0R 15( d ) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from________________ to__________________

Commission file number 000-50429

PROSPERO GROUP (Exact name of small business issuer as specified in its charter)


PROSPERO GROUP
(Exact name of small business issuer as specified in its charter)

Incorporated in the State of Nevada		33-1059313
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

575 Madison Avenue, 10 ^thFloor, New York, New York, 10022-2511
(Address of principal executive offices)

Incorporated in the State of Nevada		33-1059313
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant as required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ X ] No [ ].

~~575~~Indicate ~~Madison~~by ~~Avenue,~~check 10mark thwhether ~~Floor,~~the ~~New~~registrant ~~York,~~is ~~New~~a ~~York,~~shell ~~10022-2511~~company (~~Address~~as defined in Rule 12b-2 of ~~principal~~the ~~executive~~Exchange ~~offices~~Act) Yes [ ] No [ X ]

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

APPLICABLE ONLY TO CORPORATE ISSUERS


Form 10-K	PROSPERO GROUP	Page 2

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date.

Class	Outstanding at March 31, ~~2009~~2010
Common Stock - $0.001 par value	31,816,277

Transitional Small Business Disclosure Format (Check one): Yes [ ] No [ X ]


Form 10-K	PROSPERO GROUP	Page 3

Larry O'Donnell, CPA, P.C.

Telephone (303) 745-4545
2228 South Fraser Street
Fax (303) 369-9384
Unit I
Email larryodonnellcpa@comcast.net
Aurora, Colorado 80014
www.larryodonnellcpa.com

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors
Prospero Group

I have audited the accompanying balance sheet of Prospero Group as of March 31, 2010 and 2009, and the related statements of losses, deficiency in stockholders’ equity and cash flows for the years then ended and the period from July 23, 2002 (date of inception) to March 31, 2010. These financial statements are the responsibility of the Company’s management. My responsibility is to express an opinion on these financial statements based on my audits.

I conducted my audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audit provides a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of, Inc. as of March 31, 2010 and 2009, and the results of its operations and its cash flows for the years then ended and the period from July 23, 2002 (date of inception) to March 31, 2010, in conformity with generally accepted accounting principles in the United States of America.

The accompanying financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has an accumulated deficit of $4,445,617 at March 31, 2010. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regards to these matters are also described in Note B. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

September 28, 2010


Form 10-K	PROSPERO GROUP	Page 4

PART I - FINANCIAL INFORMATION


Item 1.	Financial Statements.

PROSPERO GROUP

Yearly Report on Form 10-K for the Period Ending March 31, 2010

~~Period~~Table ~~Ending~~of ~~March 31, 2009~~Contents

~~Table~~PART ofI. ~~Contents~~FINANCIAL INFORMATION

~~PART~~Item I1. ~~FINANCIAL~~ ~~INFORMATION~~Financial Statements (Audited)

~~Item~~ PROSPERO 1GROUP’s audited financial statements for the year ended March 31, 2010 are included with this Form 10-K. ~~Financial~~ ~~Statements~~The ~~(Audited)~~audited financial statements for the year ended March 31, 2010 include:

~~PROSPERO~~Condensed ~~GROUP’s~~Consolidated ~~audited~~Balance ~~financial statements for the year ended March 31, 2009 are included with this Form 10-K. The audited financial statements for the year ended March 31, 2009 include~~Sheets:

~~Auditors~~March ~~Statement~~31, 2009 and March 31, 2010

Condensed Consolidated ~~Balance~~Statements ~~Sheets~~of Losses: Twelve Months Ended March 31, 2009 and 2010 For the Period July 23, 2002 (Date of Inception) through March 31, 2010

~~March~~Condensed 31Consolidated Statements of Surplus in Stockholders’ Equity For the period July 23, ~~2008~~2002 ~~and~~(Date of Inception) through March 31, ~~2009~~2010

Condensed Consolidated Statements of ~~Losses~~Cash Flows: Twelve Months Ended March 31, 2009 and 2010 For the Period July 23, 2002 (Date of Inception) through March 31, 2010

~~Twelve~~Notes ~~Months~~to ~~Ended~~Unaudited Condensed Consolidated Financial Information: March 31, ~~2008 and 2009~~2010

For the Period July 23, 2002 (Date of Inception) through March 31, 2009


	Item 2.	Plan of Operation

	Item 3.	Controls and Procedures

~~Condensed~~PART ~~Consolidated~~II. ~~Statements~~OTHER ~~of Surplus in Stockholders’ Equity~~INFORMATION

For the period July 23, 2002 (Date of Inception) through March 31, 2009


	Item 1.	Legal Proceedings

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

	Item 3.	Defaults Upon Senior Securities

	Item 4.	Submission of Matters to a Vote of Security Holders

	Item 5.	Other Information

	Item 6.	Exhibits

~~Condensed~~Form ~~Consolidated~~10-K ~~Statements~~PROSPERO ofGROUP ~~Cash~~Page ~~Flows:~~5

~~Twelve~~PROSPERO ~~Months~~GROUP (A ~~Ended~~Development ~~March~~Stage ~~31, 2008 and 2009~~Company)

~~For~~NOTES ~~the~~TO ~~Period~~CONSOLIDATED ~~July~~FINANCIAL ~~23,~~INFORMATION ~~2002~~ MARCH ~~(Date of Inception) through March~~ 31, ~~2009~~2010

~~Notes~~NOTE toA-SUMMARY ~~Unaudited~~OF ~~Condensed~~ACCOUNTING ~~Consolidated Financial Information:~~POLICIES

~~March~~Business ~~31,~~and ~~2009~~Basis of Presentation

~~Item~~PROSPERO 2GROUP (the “Company”) was reincorporated under the laws of the State of Nevada on July 23, 2002. ~~Plan~~ On May 2003, the Company acquired all of ~~Operation~~the issued and outstanding shares of CMC Development Corp., a British Columbia company. At March 31, 2007 CMC Development Corp was dormant. The Company has been in the gold, silver and other mineral Development business since its formation. The Company has not commenced significant operations and is considered a development stage Company, as defined by Statement of Financial Accounting Standards No. 7 (“SFAS 7”). To date the Company has not generated any revenues, has incurred expenses, and has sustained losses. Consequently, its operations are subject to all risks inherent in the establishment of a new business enterprise. For the period from inception through March 31, 2010, the Company has accumulated losses of $4,445,617.

~~Item~~The 3consolidated financial statements include the accounts of Prospero Minerals Corp. ~~Controls~~and its wholly-owned subsidiary, CMC Development Corp. Significant inter-company transactions and ~~Procedures~~accounts have been eliminated in consolidation.

~~PART~~Stock ~~II. OTHER~~Based ~~INFORMATION~~Compensation

~~Item~~In 1December 2002, the FASB issued Statement of Financial Accounting Standards No. ~~Legal~~ ~~Proceedings~~148 (“SFAS No. 148”), “Accounting for Stock-Based Compensation-Transition and Disclosure-an amendment of SFAS 123.” This statement amends SFAS No. 123, “Accounting for Stock-Based Compensation,” to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, this statement amends the disclosure requirements of SFAS No. 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. The Company has chosen to continue to account for stock-based compensation using the intrinsic value method prescribed in APB Opinion No. 25 and related interpretations.

~~Item~~The 2audited financial statements have been prepared in accordance with the instructions to Form 10-K and, therefore, do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, cash flows, and stockholders’ equity in conformity with generally accepted accounting principles. ~~Unregistered~~ ~~Sales~~In the opinion of ~~Equity~~management, ~~Securities~~all adjustments considered necessary for a fair presentation of the results of operations and ~~Use~~financial position have been included and all such adjustments are of ~~Proceeds~~a normal recurring nature. Operating results for the nine months ended December 31, 2009 are not necessarily indicative of the results that can be expected for the fiscal year ending March 31, 2010.

~~Item~~Form ~~3. Defaults~~10-K ~~Upon~~PROSPERO ~~Senior~~GROUP ~~Securities~~Page 6

~~Item~~PROSPERO ~~4. Submission~~GROUP (A ofDEVELOPMENT ~~Matters~~STAGE toCOMPANY) a CONSOLIDATED ~~Vote~~BALANCE ~~of Security Holders~~SHEETS

Item 5. Other Information



		March 31,2010			March 31,2009
ASSETS
CURRENT ASSETS:
Cash and Cash Equivalent	$	10,898		$	1,826
TOTAL CURRENT ASSETS		10,898			1,826

Equity in investment in affiliate		79,477,749			80,000,000

TOTAL ASSETS	$	79,488,647		$	80,001,826


LIABILITIES AND (DEFICIENCY IN) STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payables	$	1,106,409		$	1,106,409
Advances from related parties		162,192			104,189
		1,268,601
TOTAL CURRENT LIABILITIES					1,210,598

(DEFICIENCY IN) STOCKHOLDERS' EQUITY

Common stock, par value $.001 per share; 290,000,000 shares
authorized; 100,713,941 and 172,713,941 shares issued and outstandin
		222,714			222,714
Additional paid-in-capital		82,442,949			82,442,949
Shares Subscribed

Accumulated deficit during Development stage		(4,445,617	)		(3,874,435	)
(Deficiency) in Stockholders' Equity		78,220,046			78,791,228

Total Liabilities and (Deficiency in) Stockholders' Equity	$	79,488,647		$	80,005,105

~~Item~~See ~~6. Exhibits~~accompanying notes to the consolidated financial information

Form 10-K PROSPERO GROUP Page 47

~~The~~PROSPERO ~~audited~~GROUP CONSOLIDATED ~~financial~~STATEMENTS ~~statements~~OF have been prepared in accordance with the instructions to Form 10-K and, therefore, do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, cash flows, and stockholders’ equity in conformity with generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the nine months ended December 31, 2008 are not necessarily indicative of the results that can be expected for the fiscal year ending March 31, 2009.LOSSES

Larry O'Donnell, CPA, P.C.


		For the year ended						For the period from July 23, 2002 (date of inception) through March 31, 2010
		March 31, 2010			March 31, 2009

Costs and Expenses:
General and Administrative	$	48,931		$	46,460		$	2,042,062
Loss on write down of capital assets								732,486
Mineral Development								1,148,818

Total Operating Expense		48,931			46,460			3,923,366

Loss from Operations		(48,931			(46,460	)		(3,923,366	)

Equity in loss of unconsollidated affiliate		(522,251	)					(522,251	)

Net Loss	$	(571,182	)	$	(46,460	)	$	(4,445,617	)

Loss per common share (basic and assuming dilution)		(0.01	)		(0.01	)

Weighted average common shares outstanding		172,713,941			172,713,941

Telephone (303) 745-4545	2228 South Fraser Street
Fax (303) 369-9384	Unit I
Email larryodonnellcpa@msn.com	Aurora, Colorado 80014
www.larryodonnellcpa.com

See accompanying notes to the consolidated financial information

~~REPORT~~Form OF10-K ~~INDEPENDENT~~PROSPERO ~~REGISTERED~~GROUP ~~PUBLIC~~Page ~~ACCOUNTING FIRM~~8

~~Board~~PROSPERO ofGROUP (A ~~Directors~~DEVELOPMENT STAGE COMPANY) CONSOLIDATED STATEMENTS OF DEFICIENCY IN STOCKHOLDERS' EQUITY FOR THE PERIOD JULY 23, 2002 (DATE OF INCEPTION) TO MARCH 31, 2010

Prospero Group


	Common Shares		Stock Amount		Additional Paid-in Capital			Deficit Accumulated During Development Stage			Total

Issuance of common stock in July 2002 for cash at $0.001 per share	5,500,000	$	5,500	$	49,500			-		$	55,000
Shares issued in August 2002 for cash at $.001 per share, net of costs	3,760,000		3,760		33,840			-			37,600
Shares issued in February 2003 for cash at $.001 per share, net of costs	10,500		11		5,526			-			5,537
Net Loss	-		-		-			(5,324	)		(5,324	)
Balance at March 31, 2003	9,270,500		9,271		88,866			(5,324	)		92,813
Net Loss	-		-		-			(86,266	)		(86,266	)
Balance at March 31, 2004	9,270,500		9,271		88,866			(91,590	)		6,547
Net Loss								(62,076	)		(62,076	)
Balance at March 31, 2005	9,270,500		9,271		88,866			(153,666	)		(55,529	)
Net Loss								(357,540	)		(357,540	)
Shares Issued	80,000,000		80,000		340,600						420,600
Balance at March 31, 2006	89,270,500		89,271		429,466			(511,206	)		7,531
Shares Issued	11,443,441		11,443		292,295						303,838
Net Loss								(1,961,398	)		(1,961,398	)
Balance at March 31, 2007	100,713,941		100,714		721,861			(2,472,604	)		(1,650,029	)
Shares Issued	72,000,000		72,000		81,771,088						81,843,088
Net Loss								(1,355,371	)		(1,355,371	)
Balance at March. 31, 2008	172,713,941		172,714		82,492,949			(3,827,975	)		78,837,688
Shares Issued	50,000,000		50,000		(50,000	)
Net Loss								(46,460	)		(46,460	)
Balance at March. 31, 2009	222,713,941	$	222,714	$	82,442,949		$	(3,874,435	)	$	78,791,228
Net Loss								(571,182	)		(571,182	)
Balance at March. 31, 2010	222,713,941	$	222,714	$	82,442,949		$	(4,445,617	)	$	79,488,647

ISee ~~have audited the~~ accompanying ~~balance~~notes sheet of Prospero Group as of March 31, 2009 and 2008, and the related statements of losses, deficiency in stockholders’ equity and cash flows for the years then ended and the period from July 23, 2002 (date of inception) to ~~March 31, 2009. These financial statements are~~ the ~~responsibility~~consolidated ~~of the Company’s management. My responsibility is to express an opinion on these~~ financial ~~statements based on my audits.~~information

IForm ~~conducted~~10-K myPROSPERO ~~audit~~GROUP inPage accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audit provides a reasonable basis for my opinion.9

InPROSPERO my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of, Inc. as of March 31, 2009 and 2008, and the results of its operations and its cash flows for the years then ended and the period from July 23, 2002 GROUP (~~date~~A ofDEVELOPMENT ~~inception~~STAGE COMPANY) to CONSOLIDATED ~~March~~STATEMENTS ~~31,~~OF ~~2009,~~CASH ~~in conformity with generally accepted accounting principles in the United States of America.~~FLOWS

The accompanying financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has an accumulated deficit of $3,874,435 at March 31, 2009. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regards to these matters are also described in Note B. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.


		For the year ended						For the period from July 23, 2002 (date of inception) through March. 31, 2010
		March. 31,
		2010			2009
INCREASE (DECREASE) IN CASH AND EQUIVALENTS
CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss from Development stage operations	$	(571,182	)	$	(46,460	)	$	(4,445,617	)
Depreciation and Amortization								42,375
Loss on write down of capital assets					845,218			845,218
Equity in loss of affiliate		522,251						522,251
Prepaid Expenses and Deposits
Accounts payable and accrued expenses		34			34			1,106,409
NET CASH (USED IN) OPERATING ACTIVITIES		(48,931	)		(46,426	)		(1,929,364	)

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from sale of common stock and stock subscription, net of costs					1,843,088			2,665,663
Proceeds from ( payments on)related parties advances, net of repayments		58,003			43,147			162,192
Payment for assets purchase
NET CASH PROVIDED BY FINANCING
		58,003			43,147
ACTIVITIES								2,827,255

NET CASH USED IN INVESTING ACTIVITIES
Payment for assets purchase								(887,593	)


NET (DECREASE) INCREASE IN CASH AND EQUIVALENTS		9,072			(3,279	)		10,898

Cash and cash equivalents at the beginning of the period		1,826			5,105			0


Cash and cash equivalents at the end of the period	$	10,898		$	1,826		$	10,898

Supplemental Disclosures of Cash Flow Information
Cash paid during the period for interest		-			-			-
Income taxes paid		-			-			-

~~Larry~~Supplemental ~~O’Donnell,~~disclosure ~~CPA,~~of PCcash flow information

~~November~~Common 18stock issued for investment 80,000,000 ~~2009~~ See accompanying notes to the consolidated financial information

Form 10-K PROSPERO GROUP Page 510

~~PROSPERO~~Item ~~GROUP~~2. Management’s Plan of Operation.

(ATHE ~~DEVELOPMENT~~FOLLOWING ~~STAGE~~PRESENTATION ~~COMPANY)~~OF MANAGEMENT’S PLAN OF OPERATIONS OF PROSPERO GROUP SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION INCLUDED HEREIN.

~~CONSOLIDATED~~Forward ~~BALANCE~~Looking ~~SHEETS~~Statements

		March 31,			March 31,
		2009			2008
ASSETS
CURRENT ASSETS:
Cash and Cash Equivalent	$	1,826		$	5,105
TOTAL CURRENT ASSETS		1,826			5,105
Investment in affiliate		80,000,000			80,000,000
TOTAL ASSETS	$	80,001,826		$	80,005,105
LIABILITIES AND (DEFICIENCY IN) STOCKHOLDERS'
EQUITY
CURRENT LIABILITIES:
Accounts payables	$	1,106,409		$	1,106,375
Advances from related parties (Note B)		104,189			61,042
TOTAL CURRENT LIABILITIES		1,210,598			1,167,4
(DEFICIENCY IN) STOCKHOLDERS' EQUITY
Common stock, par value $.001 per share; 290,000,000 shares
authorized; 100,713,941 and 31,816,277 shares issued and outstanding at March
31, 2008 and March 31, 2009. (Note C)		222,714			171,714
Additional paid-in-capital		82,442,949			82,492,949
Shares Subscribed
Accumulated deficit during Development stage		(3,874,435	)		(3,827,975	)
(Deficiency) in Stockholders' Equity		78,791,228			78,837,688
Total Liabilities and (Deficiency in) Stockholders' Equity	$	80,001,826		$	80,005,105

This report on Form 10-K contains certain forward-looking statements within the meaning of Section 21e of the Securities Exchange Act of 1934 , as amended, and other applicable securities laws. All statements other than statements of historical fact are “ forward-looking statements ” for purposes of these provisions, including any projections of earnings, revenues, or other financial items; any statements of the plans, strategies, and objectives of management for future operation; any statements concerning proposed new products, services, or explorations; any statements regarding future economic conditions or performance; statements of belief; and any statement of assumptions underlying any of the foregoing. Such forward-looking statements are subject to inherent risks and uncertainties, and actual results could differ materially from those anticipated by the forward-looking statements.

~~See accompanying notes to the audited condensed consolidated financial information~~Overview

~~Form~~Prospero ~~10-K~~was ~~PROSPERO~~incorporated ~~GROUP~~on ~~Page~~July 623, 2002, under the laws of the State of Nevada as an exploration stage company engaged in the acquisition and exploration of mineral properties.

~~PROSPERO~~On ~~GROUP~~June ~~CONDENSED~~20, ~~CONSOLIDATED~~2006, ~~STATEMENTS~~Corumel OFMinerals ~~LOSSES~~Corp. announced its name change from “Corumel Minerals Corp.” to “Prospero Minerals Corp” and increased its authorized capital.

								For the period
								from July
								23, 2002 (date of
								inception)
		For the year ended						through
		March 31,			March 31,			March 31,
		2009			2008			2009
Costs and Expenses:
General and Administrative	$	46,460		$	127,889		$	1,993,131
Loss on write down of capital assets					732,486			732,486
Mineral Development		0			495,000			1,148,818
Total Operating Expense		46,460			1,355,371			3,874,435
Loss from Operations		-46,460			-1,355,371			-3,874,435
Net Loss	$	-46,460		$	- 1,355,371		$	-3,874,435
Loss per common share (basic and assuming dilution)		(0.01	)		(0.01	)
Weighted average common shares outstanding		31,816,277			172,713,941

On March 28, 2003, Prospero entered into a Property Acquisition Agreement whereby it purchased a 100% interest in six mineral claims known as the Thor Group mineral claims. The Thor Group mineral claims are located near Harrison Lake in the New Westminster Mining Division of the Province of British Columbia.

~~See~~After ~~accompanying~~Prospero ~~notes~~acquired tothe Thor Group mineral claims it incorporated a wholly owned subsidiary known as CMC Exploration Corporation (“CMC”), a British Columbia corporation, which was formed for the ~~audited~~purpose ~~condensed~~of ~~consolidated~~carrying ~~financial~~out ~~information~~Prospero’s mineral exploration program. Upon forming CMC, Prospero transferred all of its 100% ownership interest in the Thor Group mineral claims to CMC.

~~Form~~Prospero ~~10-K~~has ~~PROSPERO~~not, ~~GROUP~~nor ~~Page~~has 7any predecessor, identified any commercially exploitable reserves of minerals on the Thor Claims. There is no assurance that a commercially viable mineral deposit exists on Prospero’s mineral properties.

~~CONDENSED~~On ~~CONSOLIDATED~~October ~~STATEMENTS~~31, OF2006 ~~DEFICIENCY~~Prospero INMinerals ~~STOCKHOLDERS'~~completed ~~EQUITY~~the ~~FOR~~acquisition ~~THE~~from ~~PERIOD~~Cavitation ~~JULY~~Concepts 23Corporation of all of the assets pertaining to Cavitations’ water purification business. In exchange for the assets, ~~2002~~Prospero ~~(DATE~~Minerals OFissued ~~INCEPTION)~~10 TOmillion ~~MARCH~~shares 31of its common stock to Cavitation Concepts Corporation. The parties valued the shares at $1,000.00, ~~2009~~based on their assessment of the fair value of the transferred assets at that time. Since October 2006, these assets are being properly deployed and utilized in the manner that has taken several years to produce the desired results. This Technology together with the Advanced Cavitation Technology will produce very exciting results with guaranteed revenues for the Company for years to come.

										Deficit
										Accumulated
							Additional			During
	Common			Stock			Paid-in			Development
	Shares			Amount			Capital			Stage			Total
Issuance of common stock in July 2002 for cash at $0.001 per share	5,500,000		$	5,500		$	49,500			-		$	55,000
Shares issued in August 2002 for cash at $.001 per share, net of costs	3,760,000			3,760			33,840			-			37,600
Shares issued in February 2003 for cash at $.001 per share, net of costs	10,500			11			5,526			-			5,537
Net Loss	-			-			-			(5,324	)		(5,324	)
Balance at March 31, 2003	9,270,500			9,271			88,866			(5,324	)		92,813
Net Loss	-			-			-			(86,266	)		(86,266	)
Balance at March 31, 2004	9,270,500			9,271			88,866			(91,590	)		6,547
Net Loss										(62,076	)		(62,076	)
Balance at March 31, 2005	9,270,500			9,271			88,866			(153,666	)		(55,529	)
Net Loss										(357,540	)		(357,540	)
Shares Issued	80,000,000			80,000			340,600						420,600
Balance at March 31, 2006	89,270,500			89,271			429,466			(511,206	)		7,531
Shares Issued	11,443,441			11,443			292,295						303,838
Net Loss										(1,961,398	)		(1,961,398	)
Balance at March 31, 2007	100,713,941			100,714			721,861			(2,472,604	)		(1,650,029	)
Shares Issued	72,000,000			72,000			81,771,088						81,843,088
Net Loss										(1,355,371	)		(1,355,371	)
Balance at March. 31, 2008	172,713,941			172,714			82,492,949			(3,827,975	)		78,837,688
Shares Issued	50,000,000			50,000			(50,000	)
Stock Split (7 to 1)	(190,897,664	)		(190,898	)		190,898
Net Loss										(46,460	)		(46,460	)
Balance at March. 31, 2009	31,816,277		$	31,816		$	82,633,847		$	(3,874,435	)	$	78,791,228

On June 10^th2008, a definitive Purchase Of License Agreement For a Profit Sharing Joint Ventures was entered into with Environmental Energy Enterprises Inc and Cavitation Concepts Corporation Ltd to form a Joint Venture for the purpose of building, marketing, owning, operating, managing, and financing the multiple applications of “ACT” Advanced Cavitation Technology, under the private label of “MIC” Mechanically Induced Cavitation Technologies, with or without “WETTECH” operating systems and/or the Pyramid Power structure, for the purpose of selling Power, water, and other residual products for profit sharing purposes under the terms and conditions as outlined in the Agreement.

~~See~~Prospero ~~accompanying~~Minerals ~~notes~~Corp signed an Agreement with it’s clearing house and transfer agent , X-Clearing to change its services to X-Pedited Transfer Corporation as Transfer Agent and Registrar and is hereby authorized to issue and register such new certificates for the ~~audited~~capital ~~condensed~~stock ~~consolidated~~of ~~financial~~the ~~information~~Company as may from time to time be requested.

Form 10-K PROSPERO GROUP Page 811

~~PROSPERO~~The ~~GROUP~~application ~~CONDENSED~~for ~~CONSOLIDATED~~the ~~STATEMENTS~~Company OFname ~~CASH~~change ~~FLOWS~~from Prospero Minerals Corp. to Prospero Group along with a share split, which was passed on November 8th 2008 by a majority of 80% of the shareholdings has been filed through a Certificate of Amendment with Nevada Agency and Trust Company for the State of Nevada. This name change has been completed and approved by the Secretary of State of the State of Nevada and became effective on January 2, 2009. All share certificates for existing shareholders will be automatically filed and distributed by the Depository Trust Company (DTC). NASDAQ has received the necessary documentation to process the name change and reverse split for Prospero Minerals Corp to Prospero Group and that Prospero Group Board Members were notified that this corporate action will take effect at the open of business 1/5/2009. The new symbol on this date will be PRPG. The Reverse Share Split enables the Company to complete acquisitions of other technologies that will enhance the profitability of the Company through contracts already negotiated for the sale of Alternative Power and Potable Water.

								For the
								period
								from July
								23,
								2002 (date
								of
		For the year ended						inception)
								through
		March. 31,						March. 31,
		2009			2008			2009
INCREASE (DECREASE) IN CASH AND
EQUIVALENTS
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss from Development stage operations	$	(46,460	)	$	(1,355,371	)	$	(3,874,435	)
Depreciation and Amortization								42,375
Loss on write down of capital assets					845,218			845,218
Prepaid Expenses and Deposits					400
Accounts payable and accrued expenses		34			(740,211)			1,106,409
NET CASH (USED IN) OPERATING ACTIVITIES		(46,426	)		(1,249,964	)		(1,880,433	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of common stock and stock
subscription, net of costs					1,843,088			2,665,663
Proceeds from ( payments on)related parties advances, net of
repayments		43,147			(588,038)			104,189
Payment for assets purchase
NET CASH PROVIDED BY FINANCING
ACTIVITIES		43,147			1,255,050			2,769,852
NET CASH USED IN INVESTING ACTIVITIES
Payment for assets purchase								(887,593)
NET (DECREASE) INCREASE IN CASH AND
EQUIVALENTS		(3,279	)		5,086			1,826
Cash and cash equivalents at the beginning of the
period		5,105			5,086			0
Cash and cash equivalents at the end of the period	$	1,826		$	5,105		$	1,826
Supplemental Disclosures of Cash Flow Information
Cash paid during the period for interest		-			-			-
Income taxes paid		-			-			-

Prospero Group is an innovative technology development company which enhances its portfolio with selectively chosen products and therapies in the fields of cavitation for potable water, green technologies, health and wellness. The portfolio of products and services rendered contains only technologies which are ready to sell and generate immediate earnings. Our main markets are the Bahamas, United States of America, Latin America, Europe, Australia and the Far East

~~See~~Immune ~~accompanying~~Supporting ~~notes to the audited condensed consolidated financial information~~Therapies

~~Form~~Prospero's ~~10-K~~engagement ~~PROSPERO~~is ~~GROUP~~focused ~~Page~~in 9main immune supporting therapies like IMMUNOCAL. This product is made up of Glutathione in order to develop a strong immune response. People with infections are going to burn through their glutathione quickly. The classic example is in HIV, where Immunocal has been patented to raise glutathione levels in patients.

~~PROSPERO~~The ~~GROUP~~Dzugan Method

~~NOTES~~The TODzugan ~~CONDENSED~~Method ~~CONSOLIDATED~~treatment ~~FINANCIAL~~approach, ~~INFORMATION~~which involves use of vitamins, supplements, and bio identical hormones, holds great promise in reversing the symptoms of aging and combating many diseases that afflict patients over the age of 40 as well as illnesses in younger patients such as ADHD, alcoholism, and migraine

~~MARCH~~ActRx ~~31,~~- ~~2009~~Global Cure for Malaria Malaria First Aid Kit for Adults by ActRx

The ActRx Adult Treatment is an easily compliant package of tablets taken orally over four days. Immediate positive results take effect within the first few hours after treatment. ActRx reduces the symptoms and clears the Malaria parasite. For babies and young children (~~unaudited~~who are at immediate mortal risk) there is an Artemisinin water-soluble injection for comatose individuals and a powder formula which is easily assimilated and immediately effective within 24 hours.

~~NOTE~~Results ~~A-SUMMARY~~of ~~OF ACCOUNTING POLICIES~~Operations

~~Business~~Prospero did not earn any revenues from inception through the reporting period ending March 31, 2010. Prospero does not anticipate earning revenues until such time as it has entered into commercial production of its mineral properties and ~~Basis~~sale 0f its potable water products and the development of ~~Presentation~~its Resort and other technologies as outlined in the Management Proposal for Operations during the first quarter of 2010.

~~PROSPERO~~Prospero ~~GROUP~~incurred (expenses in the ~~“Company”)~~amount ~~was~~of ~~reincorporated~~$48,931, ~~under~~for the ~~laws~~twelve ofmonth period March 31, 2010. From the ~~State~~period ofon ~~Nevada~~inception on July 23, 2002. Onto ~~May~~March ~~2003~~31, ~~the~~2010, ~~Company~~Prospero ~~acquired~~incurred ~~all~~expenses ofin the ~~issued~~amount ~~and~~of ~~outstanding~~$3,923,366. ~~shares~~These ofoperating ~~CMC~~expenses ~~Development~~were ~~Corp.,~~primarily arelated ~~British~~to ~~Columbia~~professional ~~company.~~fees Atin ~~March~~connection ~~31,~~with ~~2007~~Prospero’s ~~CMC~~corporate ~~Development~~organization ~~Corp~~relating ~~was~~to ~~dormant.~~audit ~~The~~fees ~~Company~~and ~~has~~legal ~~been~~fees. inProspero ~~the~~anticipates ~~gold,~~its ~~silver~~operating ~~and~~expenses ~~other~~will ~~mineral~~increase ~~Development~~as ~~business~~it ~~since~~undertakes its ~~formation.~~plan ~~The~~of ~~Company~~operations, ~~has~~provided ~~not~~further ~~commenced~~exploration ~~significant~~is ~~operations~~recommended. This ~~and~~increase iswill ~~considered~~be aattributable ~~development~~to ~~stage~~further ~~Company,~~technological asacquisitions ~~defined~~and bythe ~~Statement~~professional offees ~~Financial~~associated ~~Accounting~~with ~~Standards~~complying ~~No.~~with 7the ~~(“SFAS~~reporting ~~7”).~~requirements Tounder ~~date~~ the ~~Company~~Securities ~~has~~Exchange ~~not~~Act ~~generated~~of ~~any~~1934 ~~revenues,~~. ~~has~~Prospero incurred ~~expenses,~~a ~~and~~loss ~~has~~in ~~sustained~~the ~~losses.~~amount ~~Consequently~~of $48,931 ~~its~~for ~~operations~~the ~~are~~twelve ~~subject~~month toperiod ~~all~~ended ~~risks~~March ~~inherent~~31, in2010 ~~the~~and ~~establishment~~a ofloss ain ~~new~~the ~~business~~amount ~~enterprise.~~of ~~For~~$3,923,366 for the period from inception of July 23, 2002 through March 31, ~~2008,~~2010. ~~the~~Prospero’s ~~Company~~loss ~~has~~was ~~accumulated~~entirely ~~losses~~attributable ofto $3general and administrative expenses,~~874,435~~ which included operating expenses and professional fees.

~~The~~Liquidity ~~consolidated financial statements include the accounts of Prospero Minerals Corp.~~ and ~~its~~Capital ~~wholly-owned subsidiary, CMC Development Corp. Significant inter-company transactions and accounts have been eliminated in consolidation.~~Resources

~~Reclassifications~~Prospero had cash of $10,898 as of March 31, 2010, compared to cash in the amount of $1,826 as of its fiscal year end on March 31, 2009. Prospero had a working capital deficit of ($3,923,366) as of March 31, 2010, compared to working capital deficit of ($3,874,435) as of March 31, 2009. Prospero’s liabilities as of March 31, 2010, total $1,268,601 related to advances from related parties, accounts payable and accrued liabilities, including professional fees for legal and audit services.

~~Certain~~Form ~~reclassifications~~10-K ~~have~~PROSPERO ~~been~~GROUP ~~made~~Page ~~in prior year’s financial statements to conform to classifications used in the current year.~~12

~~Stock~~Prospero’s ~~Based~~independent ~~Compensation~~certified public accountants have stated in their report included in Prospero’s March 31, 2010 Form 10-K, that Prospero has not generated revenues and has incurred operating losses and that Prospero is dependent upon management's ability to develop profitable operations. These factors among others may raise substantial doubt about the Prospero’s ability to continue as a going concern.

InProspero ~~December~~had ~~2002,~~cash in the ~~FASB~~amount ~~issued Statement~~ of ~~Financial Accounting Standards No. 148 (“SFAS No. 148”)~~$10,898 ~~“Accounting~~as ~~for Stock-Based Compensation-Transition and Disclosure-an amendment~~ of ~~SFAS~~March ~~123.”~~31, ~~This statement amends SFAS No~~2010. ~~123,~~Prospero’s ~~“Accounting~~total ~~for~~expenditures ~~Stock-Based~~over ~~Compensation,”~~the tonext ~~provide~~twelve ~~alternative~~months ~~methods~~are ofanticipated ~~transition for a voluntary change~~ to ~~the~~be ~~fair~~approximately ~~value~~$20 ~~based~~Million ~~method of accounting for stock-based employee compensation~~dollars. InProspero ~~addition,~~does ~~this~~have ~~statement~~plans ~~amends the disclosure requirements of SFAS No. 123~~ to ~~require~~purchase ~~prominent~~significant ~~disclosures~~equipment ~~in both annual~~ and ~~interim~~change ~~financial statements about~~ the ~~method~~number of ~~accounting~~its ~~for~~employees ~~stock-based~~during ~~employee~~this ~~compensation~~period ~~and the effect~~ of ~~the method used on reported results~~time. ~~The~~Accordingly, ~~Company~~Prospero ~~has~~will ~~chosen~~need to ~~continue~~obtain toadditional ~~account~~financing for ~~stock-based~~further ~~compensation~~property ~~using~~developments ~~the~~of ~~intrinsic~~its ~~value~~investments ~~method~~in ~~prescribed~~Pyramid inPower, ~~APB~~details ~~Opinion~~of ~~No.~~which 25have ~~and~~already ~~related~~been ~~interpretations~~filed.

~~Stock~~Plan ~~Based~~of ~~Compensation~~Operation ~~(Continued)~~for the Next Twelve Months

~~Accordingly,~~Prospero ~~compensation~~has ~~expense~~not ~~for~~had ~~stock options is measured as the excess, if~~ any, ofsignificant ~~the~~revenues ~~fair~~generated ~~market~~from ~~value~~its ofbusiness ~~the~~operations ~~Company's~~since ~~stock at the date of the grant over the exercise price of the related option~~inception. ~~The~~Management ~~Company~~expects ~~has~~that ~~adopted~~ the ~~annual~~revenues ~~disclosure~~generated ~~provisions~~from ~~of SFAS No. 148 in~~ its ~~financial~~operations ~~reports~~ for the ~~year~~next ~~ended~~12 ~~March~~months ~~31, 2006 and 2005 and~~ will ~~adopt~~now ~~the~~be ~~interim~~enough ~~disclosure provisions~~ for its ~~financial~~required ~~reports~~working ~~for the subsequent periods~~capital. ~~The Company has no awards of stock-based employee compensation outstanding at December 31, 2006.~~

OnAt ~~December~~any ~~16,~~phase ~~2004,~~of ~~the~~its ~~Financial~~plan ~~Accounting~~of ~~Standards~~operations ~~Board~~set ~~(FASB)~~out ~~issued~~below, ~~FASB~~if ~~Statement~~Prospero ~~No.~~finds ~~123R~~that ~~(revised~~it ~~2004),~~does ~~“Share-Based~~not ~~Payment”~~have ~~which~~adequate isfunds ato ~~revision~~complete ofa ~~FASB Statement No. 123~~phase, ~~“Accounting~~it ~~for~~may ~~Stock-Based~~have ~~Compensation”.~~to ~~Statement~~suspend ~~123R~~its ~~supersedes~~operations ~~APB~~and ~~opinion~~attempt ~~No. 25, “Accounting for Stock Issued~~ to ~~Employees”,~~raise ~~and~~more ~~amends~~money ~~FASB~~so ~~Statement~~it ~~No.~~can ~~95,~~proceed ~~“Statement~~with ofits ~~Cash~~business ~~Flows”~~operations. ~~Generally,~~If ~~the~~Prospero ~~approach~~cannot inraise ~~Statement 123R is similar to~~ the ~~approach~~capital ~~described in Statement 123. However, Statement 123R requires all share-based payments~~ to ~~employees,~~proceed ~~including~~it ~~grants~~may ofhave ~~employee stock options,~~ to besuspend ~~recognized~~operations inuntil ~~the~~it ~~income~~has ~~statement~~sufficient ~~based on their fair values~~capital. ~~Pro-forma disclosure is no longer an alternative. On April 14~~However, ~~2005,~~management ~~the~~expects ~~SEC~~to ~~amended~~raise the ~~effective~~required ~~date~~funds offor the ~~provisions~~next of12 ~~this~~months ~~statement.~~through ~~The~~equity ~~effect~~financing ofand ~~this amendment by the SEC is that the Company will have to comply~~ with ~~Statement~~revenues ~~123R~~generated ~~and~~from ~~use the Fair Value based method of accounting no later than the~~ its ~~last~~business ~~quarter of fiscal 2008~~operations. ~~Management has not determined the impact that this statement will have on Company's consolidated financial statements.~~

~~Form~~To ~~10-K~~become ~~PROSPERO~~profitable ~~GROUP~~and ~~Page~~competitive, 10Prospero needs to have at least one of its Joint Ventures, Property Developments or acquired Technologies to begin and sustain production. To achieve this goal, management has prepared the following phases for Prospero’s plan of operation for the next 12 months.

PROSPERO GROUP through one of its shareholders, RORO International Limited has signed and completed an Asset Management Agreement which enables the company to have the working capital for the next 8 months to ensure its profitability using the private label of “MIC” Mechanically Induced Cavitation, which is owned by PROSPERO GROUP with Prospero Water Technology for its Water & Energy Turbine Technology (“WETTECH”).

~~NOTES~~The TO“WETTECH” ~~CONDENSED~~Water ~~CONSOLIDATED~~& ~~FINANCIAL~~Energy ~~INFORMATION~~Turbine Technology operating system is the application system created by combining the “MIC” technology with a wind turbine and a steam turbine, which used together, produces steam from ocean, lake, river, well, or any impure water source, which will purify the water for drinking while the steam turbine generates electricity.

~~MARCH 31~~Together, ~~2009~~they are working on the following Marketing Strategy:

~~(audited)~~1-ACT –Advanced Cavitation Technology is built, patent applied for, and working perfectly on a mobile, trailer mounted demonstrator unit currently located in Atlanta, GA and Nassau, Bahamas.

~~NOTE A~~2-~~SUMMARY~~ACT OFvideo ~~ACCOUNTING~~available ~~POLICIES~~on ~~(Continued)~~www.swissmerc.net along with Power Point Presentation of Philosophy, Commitment Statement, Executive Summary, Technology Comparison, National Security Commentary, related new items and applications.

~~Segment~~3-ACT ~~Information~~is featured as part of the WETTECH – Water & Energy Turbine Technology as used in the Prospero Water Technology Stewardship System.

~~Statement~~4-The ofagreed ~~Financial~~strategy ~~Accounting~~is Standards No. 131, “Disclosures about Segments of an Enterprise and Related Information” (“SFAS 131”) establishes standards for reporting information regarding operating segments in annual financial statements and requires selected information for those segments to beNOT ~~presented~~sell inany interim financial reports issued to stockholders. SFAS 131 also establishes standards for related disclosures about products and services and geographic areas. Operating segments are identified as components of ~~an enterprise about which separate discrete financial information is available for evaluation by~~ the ~~chief~~new ~~operating~~technology ~~decision maker,~~ or ~~decision-making~~application ~~group~~systems, inbut ~~making~~rather, ~~decisions~~sell ~~how~~only tothe ~~allocate~~water ~~resources~~ and ~~assess~~energy ~~performance.~~products ~~The~~made ~~information~~by ~~disclosed~~Prospero ~~herein~~Water ~~materially represents all of the financial information related to the Company’s principal operating segment~~Technologies.

~~Investment~~5-The inplan ~~Affiliate~~is to finance the building of each Prospero Water Technology , power and water production unit, and profit from the sale of power, water, and residual products.

~~The~~Form ~~investment in a 40% ownership interest in Cavitation Concepts Corporation Limited Is accounted for under the equity method. Under the equity method, the Company will recognize its pro~~10-~~rata~~K ~~share~~PROSPERO ofGROUP ~~the~~Page income or loss of the investee and will decrease its investments for any dividends received from the investee. However, Cavitation Concepts Corporation Limited has not published financial statements since December 31, 2006. It does not have significant income or loss.13

~~New~~6-We ~~Accounting~~will ~~Pronouncements~~become an international utility provider of power and water to the world, marketing to and distributing through the existing utility companies, and making environmentally friendly “green” energy at reduced prices.

~~In December 2007, the FASB issued FASB Statement No. 160 “Noncontrolling Interests in Consolidated Financial Statements~~ 7-Build ana ~~amendment of ARB No. 51” (“SFAS No. 160”)~~new, ~~which~~larger ~~causes~~scale ~~noncontrolling~~Beta ~~interests~~Site in ~~subsidiaries to be included in~~ the ~~equity~~Bahamas, ~~section~~using of the ~~balance~~new ~~sheet. SFAS~~ACT ~~No.~~as ~~160~~featured ~~applies~~in ~~prospectively to business combinations for which~~ the ~~acquisition~~WETTECH ~~date~~– isWater on& orEnergy ~~after~~Turbine ~~the beginning of the first annual reporting period beginning on or after December 15~~Technology, ~~2008,~~powered ~~except~~by ~~for~~ the ~~presentation~~TMA ~~and~~wind ~~disclosure requirements~~turbine, ~~which~~to ~~shall~~accurately bemeasure ~~applied retrospectively for all periods presented. The Company will adopt this standard at~~ the ~~beginning~~productions ofcapacities ~~the Company’s fiscal year ending December 31, 2008 for all prospective business acquisitions. The Company has not determined the effect that the adoption~~ of ~~SFAS~~electricity ~~No.~~and ~~160~~pure ~~will have on the financial results of the Company~~water.

In8-Our ~~March 2008,~~plan ~~the~~is ~~Financial~~to ~~Accounting~~sell ~~Standards~~Licenses ~~board~~for ~~(FASB)~~Profit ~~issued~~Sharing ~~Statement~~Joint ofVentures ~~Financial~~for ~~Accounting~~$1 ~~Standards~~million ~~No. 161,~~to ~~“Disclosures~~$5 ~~about~~million ~~Derivative Instruments and Hedging Activities” (SFAS 161). SFAS 161 is effective~~ for ~~fiscal~~each ~~years~~State, ~~and~~Country, ~~interim~~territory, ~~periods~~or ~~beginning after November 15~~business, ~~2008. SFAS~~depending ~~161 requires enhanced disclosures about Fund’s derivative and hedging activities. Management is currently evaluating the impact the adoption of SFAS 161 will have~~ on the ~~Company’s~~location, ~~financial~~population ~~statement~~or ~~disclosures~~application.

~~The FASB has revised SFAS No~~Mr. ~~141. This~~Hubert ~~revised~~Pinder, ~~statement~~CFO ~~establishes~~of ~~uniform~~PROSPERO ~~treatment~~GROUP ~~for~~declares ~~all~~“Therefore, ~~acquisitions. It~~instead ~~defines~~of ~~the~~using ~~acquiring~~electricity ~~company. The~~or ~~statement~~other ~~further~~environmentally ~~requires~~polluting anfossil ~~acquirer~~fuels to ~~recognize~~create the ~~assets~~energy ~~acquired,~~to ~~the~~clean ~~liabilities assumed~~water, ~~and~~‘WETTECH’ ~~any~~systems ~~non-controlling~~clean ~~interest~~and inpurify ~~the~~water ~~acquired~~from atany ~~the~~source ~~acquisition~~and ~~date,~~produce ~~measured~~electricity ~~at their fair market values~~ as ~~of that date. It requires the acquirer in~~ a ~~business combination achieved in stages to recognize the identifiable assets and liabilities, as well as the non~~by-~~controlling~~product ~~interest in the acquired, at the full amounts~~ of ~~their fair values. This changes~~ the way that minority interest is recorded and modified as a parent’s interest in a subsidiary changes over time. This statement also makes corresponding significant amendments to other standards that related to business combinationsprocess, ~~namely,~~producing ~~109,~~both ~~142~~POWER ~~and~~& ~~various EITF’s~~WATER. ~~This~~” ~~statement~~We ~~applies prospectively to business combinations for which the acquisition date is on or after the beginning of the~~ first ~~annual~~launched ~~reporting~~this ~~period~~“MIC” ~~beginning~~technology onin orFebruary ~~after~~2003 ~~December~~in 15Nassau, ~~2008~~Bahamas. ~~The Company believes the implementation of this standard will have no effect on our financial statements.~~

InOn ~~May~~February ~~2008~~11, ~~FASB~~2009, ~~issued~~through ~~SFAS~~a ~~162~~large shareholder, ~~“The~~signed ~~Hierarchy~~a ofFloridian ~~Generally~~Company ~~Accepted~~for ~~Accounting~~its ~~Principles”.~~marketing ~~Effective~~and 60advertisement ~~days~~campaign. ~~following~~RORO ~~the~~International ~~SEC’s~~Limited ~~approval~~has ofbeen ~~the~~gearing ~~Public~~up ~~Company~~the ~~Accounting~~last ~~Oversight~~year ~~Board amendments~~ to AUbegin ~~Section~~marketing ~~411,~~its ~~The~~water ~~Meaning~~producing ofmachines ~~Present Fairly~~ in ~~Conformity~~The ~~With~~Bahamas, ~~Generally~~Caribbean, ~~Accepted~~Central ~~Accounting~~and ~~Principles~~South America. The ~~Board~~final ~~does~~agreements ~~not~~have ~~expect~~been ~~that~~made ~~this~~with ~~Statement~~Advanced ~~will~~Cavitation ~~result~~Technologies inand aPlanets ~~change~~Purest ~~in current practice. However~~Water, ~~transition~~with ~~provisions~~other ~~have~~alternative ~~been~~energy ~~provided~~and inAtmospheric ~~the~~Water ~~unusual~~Vapor ~~circumstance~~Technologies. ~~that~~Initially ~~the~~we ~~application~~have ofpending ~~the~~orders ~~provisions~~that ofexceed ~~this~~15,000 ~~Statement results in a change in practice~~machines. ~~The~~Several ~~Company~~other ~~believes~~major ~~the~~TECHNOLOGIES ~~implementation~~now ofoperating ~~this~~will ~~standard~~be ~~will~~merged ~~have~~into nothe ~~effect~~Group onas ~~our~~Prospero ~~financial~~Water ~~statements~~Technology.

~~Form~~The ~~10-K~~basis ~~PROSPERO~~of ~~GROUP~~the ~~Page~~campaign 11will be its acquisitions of Advanced Cavitation Technology (ACT), Planets Purest Water machines. Our Atmospheric Water Generating Technologies Planets Purest Water will begin to market these products in the Bahamas, then Central America and South America as exclusive distributors in our neighbouring regions.

~~PROSPERO~~Some ~~GROUP~~1500 units will be delivered before the end of May 2010. We anticipate hiring some 200 employees which will encompass sales staff, delivery and maintenance. In these troubled times of unemployment, any addition to the economy in a ‘Green World Environment’ is considered beneficial.

~~NOTES~~To TOquick ~~CONDENSED~~start ~~CONSOLIDATED~~the ~~FINANCIAL~~operations, ~~INFORMATION~~Planet Purest Water has entered into an Agreement with our distributing company for a minimum of 15,000 Atmospheric Water Generating (AWG) systems during the first year of operation. In addition, other AWG systems will supply an additional 25,000 units that will ensure a total of over 40,000 units being delivered during the next year of operations.

~~MARCH~~The ~~31,~~Alternative ~~2009~~Energy systems of Prospero Water Technology and ‘Wet Tech’ together with other advanced technologies will generate revenues and profitability to ensure the success of Prospero Group operations in the future.

~~(audited)~~Prospero plans a final restructuring and plans acquisitions and mergers to ensure

~~NOTE~~During ~~A-SUMMARY~~the OFlast ~~ACCOUNTING~~several ~~POLICIES~~months ~~(Continued)~~of our final restructuring of Prospero Group, we are now pleased to announce that all of the acquisitions that were being negotiated are completed. These will ensure the profitability of the Company, which is now secure.

InAs ~~May,~~a ~~2008~~result ~~FASB~~of ~~issued~~the ~~SFAS~~acquisitions ~~163. This~~and ~~Statement~~mergers, ~~requires~~plus ~~that~~the anfuture ~~insurance~~profitability ~~enterprise~~of ~~recognize~~Our Group, at a ~~claim~~meeting ~~liability~~held ~~prior~~on toJuly an9, ~~event~~2010 ofwith ~~default~~the ~~(insured~~President ~~event)~~of ~~when~~our ~~there~~Asset isManagement ~~evidence~~Group, ~~that~~the ~~credit~~Board ~~deterioration~~of ~~has~~Directors ~~occurred~~agreed into ancall ~~insured~~a ~~financial~~Shareholders ~~obligation.~~meeting ~~This~~to ~~Statement~~vote ~~also~~on ~~clarifies~~a ~~how~~resolution ~~Statement~~to 60accept ~~applies~~the toproposal ~~financial~~of ~~guarantee~~the ~~insurance~~merger ~~contracts,~~with ~~including~~another company in the ~~recognition~~manufacturing and ~~measurement~~production toof bePotable ~~used~~Water toGenerating ~~account~~machines ~~for~~and ~~premium~~Alternative ~~revenue~~Power Equipment and ~~claim~~at ~~liabilities.~~the ~~Those~~same ~~clarifications~~time ~~will~~to ~~increase~~complete ~~comparability~~the inmerger ~~financial~~of ~~reporting~~the ofGroup ~~financial~~to ~~guarantee~~a ~~insurance~~Company ~~contracts~~on byanother ~~insurance~~US ~~enterprises.~~STOCK ~~This~~EXCHANGE ~~Statement~~to ~~requires~~reflect ~~expanded~~properly ~~disclosures~~the ~~about~~future ~~financial~~growth ~~guarantee~~and ~~insurance~~profitability ~~contracts.~~of The ~~Company~~Group ~~believes~~in ~~the implementation of~~ this ~~standard~~rapid ~~will~~change ~~have~~of noGlobal ~~effect~~involvement onwith ~~our~~Green ~~financial statements~~Technology.

~~NOTE~~Critical BAccounting ~~- GOING CONCERN~~Policies

~~The~~Prospero’s ~~accompanying~~discussion ~~financial~~and ~~statements~~analysis ~~have~~of ~~been~~its ~~prepared~~financial ~~assuming~~condition ~~that~~and ~~the~~results ~~Company~~of ~~will~~operations, ~~continue~~including asthe adiscussion ~~going~~on ~~concern.~~liquidity ~~The~~and ~~Company’s~~capital ~~success is dependent upon numerous items~~resources, ~~among which~~ are ~~the~~based ~~Company’s~~upon ~~successful growth of revenues from~~ its ~~products~~financial ~~and services~~statements, ~~its~~which ~~ability~~have tobeen ~~obtain~~prepared ~~new customers~~ in ~~order~~accordance towith ~~achieve~~accounting ~~levels~~principles ofgenerally ~~revenues~~accepted ~~adequate~~in ~~to support~~ the ~~Company’s~~United ~~current~~States. ~~and~~The ~~future~~preparation ~~cost~~of ~~structure,~~these ~~and~~financial ~~its~~statements ~~success~~requires inmanagement ~~obtaining~~to ~~financing~~make ~~for~~estimates ~~equipment~~ and ~~operations,~~judgments ~~for~~that ~~which~~affect ~~there~~the isreported noamounts ~~assurance.~~of ~~Unanticipated~~assets, ~~problems~~liabilities, revenues and expenses, and ~~delays~~related ~~are~~disclosure ~~frequently~~of ~~encountered~~contingent inassets ~~establishing~~ and ~~maintaining profitable operations~~liabilities. ~~These~~Actual ~~include,~~results ~~but~~could ~~are~~differ ~~not~~from ~~limited~~those ~~to,~~estimates. ~~competition,~~On ~~the~~an ~~need~~on togoing ~~develop~~basis, ~~customer~~management ~~support~~re-evaluates ~~capabilities~~its estimates and ~~market expertise~~judgments, ~~setbacks~~including inbut ~~product~~not ~~development,~~limited ~~technical difficulties~~to, ~~market~~those ~~acceptance~~related ~~and sales and marketing. The failure of the Company~~ to ~~meet~~revenue ~~any~~recognition ~~of these conditions could have a materially adverse effect on the Company~~ and ~~may~~collectibility ~~force~~of ~~the~~accounts ~~Company to reduce or curtail operations~~receivable. No ~~assurance~~Critical ~~can~~accounting bepolicies ~~given~~identified ~~that~~are ~~the~~as ~~Company can achieve or maintain profitable operations.~~follows:

~~The~~Form ~~Company~~10-K ~~believes~~PROSPERO itGROUP ~~will~~Page have adequate cash to sustain operations until it achieves sustained profitability. However, until the Company has a history of maintaining revenue levels sufficient to support its operations and repay its working capital deficit, the Company may require additional financing. 14

~~NOTE~~Exploration CStage ~~- ADVANCES FROM RELATED PARTIES~~Activities

~~Entities~~Prospero ~~controlled~~has bybeen ~~the~~in ~~Company’s directors have advanced funds to~~ the ~~Company~~base ~~for working capital purposes. Total amount due to related parties amounted $ 61,042~~ and ~~$649,080~~precious atmineral ~~March~~exploration ~~31,~~business ~~2008~~since ~~and~~its ~~March~~formation ~~31,~~until 2007~~, respectively~~. ~~The~~Prospero ~~amounts~~has ~~advanced~~now ~~have~~commenced ~~not~~significant ~~increased~~operations and ~~are~~is ~~unsecured,~~now ~~non~~a multi-~~interest~~faceted ~~bearing~~business operation and ~~have~~ no ~~specific~~longer ~~terms~~an ofexploration ~~repayment~~stage company.

~~NOTE~~Reclamation Dand -Abandonment ~~CAPITAL STOCK~~Costs

The ~~Company~~Financial isAccounting ~~authorized~~Standards toBoard ~~issue~~(“ ~~290,000,000~~FASB ~~shares~~”) issued Statement of ~~common~~Financial ~~stock~~Accounting Standards No. 143 (“ SFAS 143 ”),“ Accounting for Asset Retirement Obligations ” which addresses financial accounting and reporting for obligations associated with ~~par~~the ~~value~~retirement of ~~$.001~~tangible ~~per~~long-lived ~~share~~assets and the associated asset retirement costs. AsThis ofstatement ~~March~~establishes ~~31,~~a ~~2009~~uniform methodology for accounting for estimated reclamation and ~~March~~abandonment ~~31,~~costs ~~2008,~~whereby reclamation and closure costs including site rehabilitation will be recorded at the ~~Company~~estimated ~~has~~present novalue ~~preferred~~of ~~stock~~reclamation ~~issued~~liabilities and ~~outstanding~~will increase the carrying amount of the related asset. ~~The~~These ~~Company~~reclamation ~~has~~costs ~~31,816,277~~will ~~and~~be ~~172,713,941~~allocated ~~shares~~to expense over the life of ~~common~~the ~~stock~~related ~~issued~~assets and ~~outstanding~~will atbe ~~March~~adjusted ~~31,~~for ~~2009~~changes resulting from the passage of time and ~~March~~revisions ~~31,~~to ~~2008~~either ~~respectively~~the timing or the amount of the original present value estimate. Prospero’s adoption of SFAS No. 143 did not have a material impact on its operations or financial position.

~~NOTE~~Internal Eand –External ~~INVESTMENT~~Sources INof ~~AFFILIATE~~Liquidity

OnProspero ~~November~~has ~~30,~~funded ~~2007~~its ~~the~~operations ~~Company~~primarily ~~acquired~~from ~~40%~~the issuance of ~~Cavitation~~common ~~Concepts~~stock ~~Corporation~~and ~~Limited~~has ~~(CCC),~~now aentered ~~registered~~into ~~Bahamian~~Agreements ~~Company,~~with inother ~~exchange~~financial ~~for~~institutions ~~40,000,000~~to ~~shares~~ensure the availability of ~~common~~Capital ~~stock. CCC~~resources ~~previously~~required ~~owned~~for ~~30,000,000~~the ~~shares~~development of all of the ~~company’s~~Projects ~~common~~that ~~stock. At~~it undertakes in 2010 to enhance the ~~same~~profitability ~~time~~of ~~CCC~~its ~~entered~~operations ~~into~~as ana ~~agreement~~safe, secure profitable Company with unique products not subject to ~~acquire~~the aever ~~substantial~~changing ~~land~~global ~~acquisition~~fluctuations ~~and~~now ~~resort~~being ~~development~~experience inby ~~Rum~~Countries ~~Cay,~~throughout ~~Bahamas~~the World at the present time.

CCC and Newport Harbour Limited (NHL) ,also a related party, signed an Agreement on the 26th November, 2007 to establishment Rum Cay Resort Holdings Limited (RCRHL), a partnership. CCC owns 60% of NHL and NHL owns 60% of RCRHL. Inflation

~~RCRHL~~Prospero ~~acquired~~does ~~property~~not inbelieve ~~Rum~~that ~~Cay,~~inflation ~~Bahamas. NHL~~ will ~~assist~~have ina ~~sales~~material ~~transactions~~impact ~~and~~on inits ~~procuring~~future ~~funds for the development of initially $100,000,000~~operations. ~~This will be used through the utilization of the shares and assets of CCC. The total estimated input in this development is well more than $300,000,000.~~

~~Form 10~~Off-KBalance ~~PROSPERO~~Sheet ~~GROUP Page 12~~Arrangements

~~Item~~Prospero 2.does ~~Management’s~~not ~~Plan~~have ofany ~~Operation~~off-balance sheet arrangements.

~~THE~~Form ~~FOLLOWING~~10-K ~~PRESENTATION OF MANAGEMENT’S PLAN OF OPERATIONS OF~~ PROSPERO GROUP ~~SHOULD~~Page ~~BE READ IN CONJUNCTION WITH THE FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION INCLUDED HEREIN.~~15

~~Forward~~Item ~~Looking~~3. ~~Statements~~Controls and Procedures

~~This~~(a) ~~report~~Evaluation ~~on Form 10-K contains certain forward-looking statements within the meaning~~ of ~~Section~~disclosure ~~21e~~controls ~~of the Securities Exchange Act of 1934 , as amended,~~ and ~~other applicable securities laws~~procedures. All statements other than statements of historical fact are “ forward-looking statements ” for purposes of these provisions, including any projections of earnings, revenues, or other financial items; any statements of the plans, strategies, and objectives of management for future operation; any statements concerning proposed new products, services, or explorations; any statements regarding future economic conditions or performance; statements of belief; and any statement of assumptions underlying any of the foregoing. Such forward-looking statements are subject to inherent risks and uncertainties, and actual results could differ materially from those anticipated by the forward-looking statements.

~~Overview~~ The term “disclosure controls and procedures” (defined in SEC Rule 13a-15(e)) refers to the controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within required time periods. The Company’s management, with the participation of the Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this quarterly report (the “Evaluation Date”). Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer has concluded that, as of the Evaluation Date, such controls and procedures were effective.

~~Prospero~~(b) ~~was~~Changes ~~incorporated on July 23, 2002, under the laws of the State of Nevada. Prospero is an exploration stage company engaged~~ in ~~the~~internal ~~acquisition and exploration of mineral properties~~controls.

On The ~~June~~term 20“internal control over financial reporting” (defined in SEC Rule 13a-15(f)) refers to the process of a company that is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company’s management, ~~2006~~with the participation of the Chief Executive Officer and Chief Financial Officer, ~~Corumel~~has ~~Minerals~~evaluated ~~Corp.~~any ~~announced~~changes ~~its~~in ~~name~~the Company’s internal control over financial reporting that occurred during the fiscal quarter covered by this quarterly report, and they have concluded that there was no change ~~from~~to ~~“Corumel~~the ~~Minerals~~Company’s ~~Corp.”~~internal control over financial reporting that has materially affected, or is reasonably likely to ~~“Prospero~~materially ~~Minerals~~affect, ~~Corp”~~the ~~and~~Company’s ~~increased~~internal ~~its~~control ~~authorized~~over ~~capital.~~financial reporting.

OnPART ~~March~~II ~~28,~~- ~~2003,~~OTHER Prospero entered into a Property Acquisition Agreement whereby it purchased a 100% interest in six mineral claims known as the Thor Group mineral claims. The Thor Group mineral claims are located near Harrison Lake in the New Westminster Mining Division of the Province of British Columbia.INFORMATION

~~After~~Item Prospero acquired the Thor Group mineral claims it incorporated a wholly owned subsidiary known as CMC Exploration Corporation (“CMC”), a British Columbia corporation, which was formed for the purpose of carrying out Prospero’s mineral exploration program1. ~~Upon~~ ~~forming~~Legal ~~CMC, Prospero transferred all of its 100% ownership interest in the Thor Group mineral claims to CMC.~~Proceedings

Prospero ~~has~~is not, ~~nor~~a ~~has~~party ~~any~~to ~~predecessor, identified~~ any ~~commercially~~pending ~~exploitable~~legal ~~reserves~~proceedings ofand, ~~minerals~~to on the ~~Thor~~best ~~Claims. There~~of isProspero’s noknowledge, ~~assurance~~none ~~that~~of aProspero’s ~~commercially~~assets ~~viable~~is ~~mineral~~the ~~deposit~~subject ~~exists~~of onany ~~Prospero’s~~pending ~~mineral~~legal ~~properties~~proceedings.

OnItem ~~October 31, 2006 Prospero Minerals completed the acquisition from Cavitation Concepts Corporation of all of the assets pertaining to Cavitations’ water purification business~~2. In ~~exchange~~Unregistered ~~for~~Sale ~~the assets, Prospero Minerals issued 10 million shares~~ of ~~its~~Equity ~~common~~Securities ~~stock~~and toUse ~~Cavitation Concepts Corporation. The parties valued the shares at $1,000.00, based on their assessment~~ of the fair value of the transferred assets at that time. Since October 2006, these assets are being properly deployed and utilized in the manner that has taken several years to produce the desired results. This Technology together with the Advanced Cavitation Technology will produce very exciting results with guaranteed revenues for the Company for years to come.Proceeds

OnThere ~~June~~have ~~10th 2008,~~been ano ~~definitive~~sales Purchase Of License Agreement For a Profit Sharing Joint Ventures was entered into with Environmental Energy Enterprises Inc and Cavitation Concepts Corporation Ltd to form a Joint Venture for the purpose of ~~building,~~unregistered ~~marketing,~~securities ~~owning,~~within ~~operating, managing, and financing~~ the ~~multiple~~quarter ~~applications of~~ended ~~“ACT”~~March ~~Advanced Cavitation Technology~~31,2010 ~~under~~that ~~the~~would ~~private~~be ~~label~~required ofto ~~“MIC”~~be ~~Mechanically~~disclosed ~~Induced~~pursuant ~~Cavitation~~to ~~Technologies,~~Item ~~with~~701 ~~or without “WETTECH” operating systems and/or the Pyramid Power structure, for the purpose~~ of ~~selling~~Regulation ~~Power, water, and other residual products for profit sharing purposes under the terms and conditions as outlined in the Agreement~~S-B.

~~Prospero~~Item ~~Minerals~~3. ~~Corp~~Defaults ~~signed~~Upon an Agreement with it’s clearing house and transfer agent , X-Clearing to change its services to X-Pedited Transfer Corporation as Transfer Agent and Registrar and is hereby authorized to issue and register such new certificates for the capital stock of the Company as may from time to time be requested.Securities

~~Form 10-K PROSPERO GROUP Page 13~~None.

~~The~~Item ~~application for the Company name change from Prospero Minerals Corp~~4. toSubmission ~~Prospero Group along with a share split, which was passed on November 8th 2008 by a majority~~ of ~~80%~~Matters ofto ~~the shareholdings has been filed through~~ a ~~Certificate~~Vote of ~~Amendment~~Security ~~with Nevada Agency and Trust Company for the State of Nevada. This name change has been completed and approved by the Secretary of State of the State of Nevada~~ Holders

~~and became effective on January 2, 2009~~None. All share certificates for existing shareholders will be automatically filed and distributed by the Depository Trust Company (DTC). NASDAQ has received the necessary documentation to process the name change and reverse split for Prospero Minerals Corp to Prospero Group and that Prospero Group Board Members were notified that this corporate action will take effect at the open of business 1/5/2009. The new symbol on this date will be PRPG. The Reverse Share Split enables the Company to complete acquisitions of other technologies that will enhance the profitability of the Company through contracts already negoitiated for the sale of Alternative Power and Potable Water.

~~Results~~Item ~~of Operations~~5.

Prospero did not earn any revenues from inception through the reporting period ending March 31, 2009. Prospero does not anticipate earning revenues until such time as it has entered into commercial production of its mineral properties and sale 0f its potable water products and the development of its Resort and other technologies as outlined in the Management Proposal for Operations during the first quarter of 2009. None

~~Prospero~~Form ~~incurred~~10-K ~~expenses~~PROSPERO inGROUP ~~the~~Page amount of $312,836, for the twelve month period March 31, 2009. From the period on inception on July 23, 2002 to March 31, 2009, Prospero incurred expenses in the amount of $3,306,659. These operating expenses were primarily related to professional fees in connection with Prospero’s corporate organization relating to audit fees and legal fees. Prospero anticipates its operating expenses will increase as it undertakes its plan of operations, provided further exploration is recommended. This increase will be attributable to further technological acquisitions and the professional fees associated with complying with the reporting requirements under the Securities Exchange Act of 1934 .16

~~Prospero~~Item ~~incurred a loss in the amount of $312,836 for the twelve month period ended March 31, 2009 and a loss in the amount of $3,306,659 for the period from inception of July 23, 2002 through March 31, 2009~~6. ~~Prospero’s~~ ~~loss was entirely attributable to general and administrative expenses, which included operating expenses and professional fees.~~ Exhibits

~~Liquidity~~Index to and ~~Capital~~Description ~~Resources~~of Exhibits

Prospero had cash of $6,001,827 as of March 31, 2009, compared to cash in the amount of $5,105 as of its fiscal year end on March 31, 2008. Prospero had a working capital deficit of ($3,306,659) as of March 31, 2009, compared to working capital deficit of $2,993,823 as of March 31, 2008. Prospero’s liabilities as of March 31, 2009, total $1,643,861 related to advances from related parties, accounts payable and accrued liabilities, including professional fees for legal and audit services.


Exhibit	Description	Status
31	Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	Included
32	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	Included

Prospero’s independent certified public accountants have stated in their report included in Prospero’s March 31, 2009 Form 10-K, that Prospero has not generated revenues and has incurred operating losses and that Prospero is dependent upon management's ability to develop profitable operations. These factors among others may raise substantial doubt about the Prospero’s ability to continue as a going concern.SIGNATURES

~~Prospero~~In ~~had~~accordance ~~cash~~with in the ~~amount~~requirements of ~~$6,001,827 as of March 31, 2009. Prospero’s total expenditures over~~ the ~~next~~Securities ~~twelve~~Exchange ~~months~~Act ~~are~~of ~~anticipated~~1934, toPROSPERO beGROUP ~~approximately~~has ~~$20~~caused ~~Million dollars. Prospero does have plans to purchase significant equipment and change the number of its employees during~~ this ~~period~~report ~~of time. Accordingly, Prospero will need~~ to ~~obtain~~be ~~additional~~signed ~~financing~~on ~~for further property developments of~~ its ~~investments~~behalf inby ~~Pyramid~~the ~~Power,~~undersigned ~~details~~duly ofauthorized ~~which have already been filed~~person.

~~Plan~~PROSPERO ~~of Operation for the Next Twelve Months~~GROUP

~~Prospero~~By:/s/ ~~has~~Hubert not had any significant revenues generated from its business operations since inception. Management expects that the revenues generated from its operations for the next 12 months will now be enough for its required working capital. Pinder

AtName: any phase of its plan of operations set out below, if Prospero finds that it does not have adequate funds to complete a phase, it may have to suspend its operations and attempt to raise more money so it can proceed with its business operationsMr. If ~~Prospero~~Hubert ~~cannot~~Pinder ~~raise~~ Title ~~the~~: ~~capital~~Chief toFinancial ~~proceed~~Officer it Dated: ~~may~~September ~~have~~27 to suspend operations until it has sufficient capital. However, management expects to raise the required funds for the next 12 months through equity financing and with revenues generated from its business operations.2010

Form 10-K PROSPERO GROUP Page 1417

ToExhibit become profitable and competitive, Prospero needs to have at least one of its Joint Ventures, Property Developments or acquired Technologies to begin and sustain production. To achieve this goal, management has prepared the following phases for Prospero’s plan of operation for the next 12 months.31

~~PROSPERO~~Form ~~GROUP~~10-K through one of its shareholders, RORO International Limited has signed and completed a Asset Management Agreement which enables the company to have the working capital for the next 8 months to ensure its profitability using the private label of “MIC” Mechanically Induced Cavitation, which is owned by PROSPERO GROUP ~~with~~Page ~~Prospero Water Technology for its Water & Energy Turbine Technology (“WETTECH”).~~18

~~The~~PROSPERO ~~“WETTECH”~~GROUP ~~Water~~ CERTIFICATIONS &PURSUANT ~~Energy~~TO SECTION ~~Turbine~~302 ~~Technology~~OF ~~operating~~THE ~~system~~SARBANES-OXLEY isACT ~~the~~OF ~~application~~2002 system created by combining the “MIC” technology with a wind turbine and a steam turbine, which used together, produces steam from ocean, lake, river, well, or any impure water source, which will purify the water for drinking while the steam turbine generates electricity. CERTIFICATION

~~Together~~I, ~~they~~Hubert ~~are~~Pinder, ~~working~~certify ~~on the following Marketing Strategy~~that:

1~~-ACT~~. ~~–Advanced~~I ~~Cavitation~~have ~~Technology~~reviewed isthis ~~built,~~yearly ~~patent~~report ~~applied for, and working perfectly~~ on aForm ~~mobile,~~10-K ~~trailer~~of ~~mounted~~PROSPERO ~~demonstrator unit currently located in Atlanta, GA and Nassau, Bahamas.~~GROUP;

2~~-ACT~~. ~~video~~Based ~~available~~ on ~~www.swissmerc.net~~my ~~along~~knowledge, ~~with~~this ~~Power~~report ~~Point~~does ~~Presentation~~not contain any untrue statement of ~~Philosophy,~~a ~~Commitment~~material ~~Statement,~~fact ~~Executive~~or ~~Summary,~~omit ~~Technology~~to ~~Comparison~~state a material fact necessary to make the statements made, ~~National~~in ~~Security~~light ~~Commentary~~of the circumstances under which such statements were made, ~~related~~not ~~new~~misleading ~~items~~with ~~and~~respect ~~applications.~~to the period covered by this report;

3~~-ACT~~. isBased ~~featured~~on asmy ~~part~~knowledge, ofthe financial statements, and other financial information included in this report, fairly present in all material respects the ~~WETTECH~~financial –condition, ~~Water~~results &of ~~Energy~~operations ~~Turbine~~and ~~Technology~~cash flows of the small business issuer as ~~used~~of, inand for, the ~~Prospero~~periods ~~Water~~presented ~~Technology~~in ~~Stewardship~~this ~~System.~~report;

4-. The ~~agreed~~small ~~strategy~~business isissuer’s toother ~~NOT~~certifying ~~sell~~officers ~~any~~and ofI are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) for the ~~new~~small ~~technology~~business issuer and we have: a) designed such disclosure controls and procedures or ~~application~~caused ~~systems~~such disclosure controls and procedures to be designed under our supervision, ~~but~~to ~~rather~~ensure that material information relating to the small business issuer, ~~sell~~including ~~only~~its consolidated subsidiaries, is made known to us by others within those entities, particularly during the ~~water~~period in which this report is being prepared; b) evaluated the effectiveness of the small business issuer’s disclosure controls and ~~energy~~procedures ~~products~~as ~~made~~of the end of the period covered by ~~Prospero~~this ~~Water~~report ~~Technologies.~~based on such evaluation; and c) presented in this report any change in the small business issuer’s internal controls over financial reporting that occurred during the small business issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting; and

5-. The ~~plan~~small isbusiness toissuer’s ~~finance~~other ~~the~~certifying ~~building~~officers and I have disclosed, based on our most recent evaluation of ~~each~~internal ~~Prospero~~controls ~~Water~~over ~~Technology~~financial reporting, ~~power~~to the small business issuer’s auditors and ~~water~~the ~~production~~audit ~~unit,~~committee of the small business issuer’s board of directors (or persons performing the equivalent function): a) all significant deficiencies and ~~profit~~material ~~from~~weaknesses in the ~~sale~~design or operation of ~~power~~internal controls over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, ~~water~~process, summarize and ~~residual~~report ~~products~~financial data; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls.

~~6-We~~Date: ~~will~~September ~~become an international utility provider of power and water to the world~~27, ~~marketing to and distributing through the existing utility companies, and making environmentally friendly “green” energy at reduced prices.~~2010

~~7-Build~~By:/s/ aHubert new, larger scale Beta Site in the Bahamas, using the new ACT as featured in the WETTECH – Water & Energy Turbine Technology, powered by the TMA wind turbine, to accurately measure the productions capacities of electricity and pure water.Pinder

~~8-Our~~Mr. ~~plan~~Hubert isPinder to Chief ~~sell~~Financial ~~Licenses for Profit Sharing Joint Ventures for $1 million to $5 million for each State, Country, territory, or business, depending on the location, population or application.~~ Officer

~~Mr.~~Form ~~Hubert~~10-K ~~Pinder, CFO of~~ PROSPERO GROUP ~~declares~~Page “Therefore, instead of using electricity or other environmentally polluting fossil fuels to create the energy to clean water, ‘WETTECH’ systems clean and purify water from any source and produce electricity as a by-product of the process, producing both POWER & WATER.” We first launched this “MIC” technology in February 2003 in Nassau, Bahamas. 19

OnExhibit February 11, 2009, through a large shareholder, signed a Floridian Company for its marketing and advertisement campaign. RORO International Limited has been gearing up the last year to begin marketing its water producing machines in The Bahamas, Caribbean, Central and South America. The final agreements have been made with Advanced Cavitation Technologies and Planets Purest Water, with other alternative energy and Atmospheric Water Vapor Technologies. Initially we have pending orders that exceed 15,000 machines. Several other major TECHNOLOGIES now operating will be merged into the Group as Prospero Water Technology.32

~~The~~Form ~~basis~~10-K ofPROSPERO ~~the~~GROUP ~~campaign~~Page ~~will be its acquisitions of Advanced Cavitation Technology (ACT), Planets Purest Water machines.~~20

~~Our~~CERTIFICATION ~~Atmospheric~~PURSUANT ~~Water~~TO ~~Generating~~ 18 ~~Technologies~~U.S.C. ~~Planets~~SECTION ~~Purest Water will begin to market these products in the Bahamas~~1350, ~~then~~ AS ~~Central~~ADOPTED ~~America~~PURSUANT ~~and~~TO SECTION ~~South~~906 ~~America~~OF asTHE ~~exclusive~~SARBANES-OXLEY ~~distributors~~ACT inOF ~~our neighboring regions.~~2002

In connection with the Yearly Report of PROSPERO GROUP (“Prospero”) on Form 10-K ~~PROSPERO~~for ~~GROUP~~the ~~Page~~period ending March 31, 20010 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Hubert Pinder, Chief Financial Officer, certify, pursuant to s.906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of Prospero.

~~Some~~By:/s/ ~~1500~~Hubert units will be delivered before the end of May 2010. We anticipate hiring some 200 employees which will encompass sales staff, delivery and maintenance. In these troubled times of unemployment, any addition to the economy in a ‘Green World Environment’ is considered beneficial.Pinder

To quick start the operations, Planet Purest Water has entered into an Agreement with our distributing company for a minimum of 15,000 Atmospheric Water Generating (AWG) systems during the first year of operationMr. InHubert ~~addition,~~Pinder ~~other~~ Chief ~~AWG~~Financial ~~systems will supply an additional 25,000 units that will ensure a total of over 40,000 units being delivered during the next year of operations.~~Officer

~~The~~September ~~Alternative~~27, Energy systems of Prosper Water Technology and ‘Wet Tech’ together with other advanced technologies will generate revenues and profitability to ensure the success of Prospero Group operations in the future.2010

Critical Accounting Policies

Prospero’s discussion and analysis of its financial condition and results of operations, including the discussion on liquidity and capital resources, are based upon its financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. Actual results could differ from those estimates. On an on going basis, management re-evaluates its estimates and judgments, including but not limited to, those related to revenue recognition and collectibility of accounts receivable. Critical accounting policies identified are as follows:

Exploration Stage Activities

Prospero has been in the base and precious mineral exploration business since its formation until 2007. Prospero has now commenced significant operations and is now a multi-faceted business operation and no longer an exploration stage company.

Reclamation and Abandonment Costs

The Financial Accounting Standards Board (“ FASB ”) issued Statement of Financial Accounting Standards No. 143 (“ SFAS 143 ”),“ Accounting for Asset Retirement Obligations ” which addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. This statement establishes a uniform methodology for accounting for estimated reclamation and abandonment costs whereby reclamation and closure costs including site rehabilitation will be recorded at the estimated present value of reclamation liabilities and will increase the carrying amount of the related asset. These reclamation costs will be allocated to expense over the life of the related assets and will be adjusted for changes resulting from the passage of time and revisions to either the timing or the amount of the original present value estimate. Prospero’s adoption of SFAS No. 143 did not have a material impact on its operations or financial position.

Internal and External Sources of Liquidity

Prospero has funded its operations primarily from the issuance of common stock and has now entered into Agreements with other financial institutions to ensure the availability of Capital resources required for the development of all of the Projects that it undertakes in 2009 to enhance the profitability of its operations as a safe, secure profitable Company with unique products not subject to the ever changing global fluctuations now being experience by Countries throughout the World at the present time.

Inflation

Prospero does not believe that inflation will have a material impact on its future operations.

Off-Balance Sheet Arrangements

Prospero does not have any off-balance sheet arrangements.

Form 10-K PROSPERO GROUP Page 16

Item 3. Controls and Procedures

(a) Evaluation of disclosure controls and procedures.

The term “disclosure controls and procedures” (defined in SEC Rule 13a-15(e)) refers to the controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within required time periods. The Company’s management, with the participation of the Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this quarterly report (the “Evaluation Date”). Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer has concluded that, as of the Evaluation Date, such controls and procedures were effective.

(b) Changes in internal controls.

The term “internal control over financial reporting” (defined in SEC Rule 13a-15(f)) refers to the process of a company that is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company’s management, with the participation of the Chief Executive Officer and Chief Financial Officer, has evaluated any changes in the Company’s internal control over financial reporting that occurred during the fiscal quarter covered by this quarterly report, and they have concluded that there was no change to the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

Prospero is not a party to any pending legal proceedings and, to the best of Prospero’s knowledge, none of Prospero’s assets is the subject of any pending legal proceedings.

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

There have been no sales of unregistered securities within the quarter ended March 31,09 that would be required to be disclosed pursuant to Item 701 of Regulation S-B.

Item 3. Defaults Upon Securities

None.

Item 4. Submission of Matters to a Vote of Security Holders

None.

Form 10-K PROSPERO GROUP Page 17

Item 5.

None

Form 10-K PROSPERO GROUP Page 18

Item 6. Exhibits

(a)

Index to and Description of Exhibits

Exhibit	Description	Status
31	Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	Included
32	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	Included

SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, PROSPERO GROUP has caused this report to be signed on its behalf by the undersigned duly authorized person.

PROSPERO GROUP

By:/s/ Hubert Pinder

Name: Mr. Hubert Pinder

Title : Chief Financial Officer

Dated: December 14, 2009

Form 10-K PROSPERO GROUP Page 19

Exhibit 31

Form 10-K PROSPERO GROUP Page 20

PROSPERO GROUP CERTIFICATIONS PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION

I, Hubert Pinder, certify that:

1. I have reviewed this yearly report on Form 10-K of PROSPERO GROUP;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;

4. The small business issuer’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) for the small business issuer and we have:

a) designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) evaluated the effectiveness of the small business issuer’s disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and

c) presented in this report any change in the small business issuer’s internal controls over financial reporting that occurred during the small business issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting; and

5. The small business issuer’s other certifying officers and I have disclosed, based on our most recent evaluation of internal controls over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’s board of directors (or persons performing the equivalent function):

a) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial data; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls.

Date: December 14, 2009

By:/s/ Hubert Pinder

Mr. Hubert Pinder Chief Financial Officer

Form 10-K PROSPERO GROUP Page 21

Exhibit 32

Form 10-K PROSPERO GROUP Page 22

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Yearly Report of PROSPERO GROUP (“Prospero”) on Form 10-K for the period ending March 31, 2009 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Hubert Pinder, Chief Financial Officer, certify, pursuant to s.906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of Prospero.

By:/s/ Hubert Pinder

Mr. Hubert Pinder Chief Financial Officer

December 14, 2009

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