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UNITED STATESSECURITIES AND EXCHANGE COMMISSION 
Washington, D.C. 20549

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

FORM 10-Q

For the yearly period endedSeptember 30, 2008

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

For the transition period from ________________ to __________________

Commission file number000-30919

|PROSPERO MINERALS CORP.                                          
|-----------------------------------------------------------------
|(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, 10thFloor, New York, New York, 10022-2511(Address of principal executive offices)

212-937-8442(Issuers telephone number)

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 __.

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

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

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



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|Form 10-Q | Prospero Minerals Corp. | Page 3
|--------- | ----------------------- | ------

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

PROSPERO MINERALS CORP. 
(A Exploration Stage Company)

Quarterly Report on Form 10-Q for the 
Period Ending September 30, 2008

Table of Contents

|PART I. FINANCIAL INFORMATION
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|PART II. OTHER INFORMATION   
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|Form 10-Q | Prospero Minerals Corp. | Page 4
|--------- | ----------------------- | ------

The unaudited financial statements have been prepared in accordance with the instructions to Form 10-Q 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 three months ended September 30, 2008 are not necessarily indicative of the results that can be expected for the fiscal year ending March 31, 2008. The financial statements have been reviewed and are on file with Prosperos auditor.



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YOLANDA Y. ROBERTS - THOMAS

St. Andrews Beach Estates

P.O. Box SS-5936

Nassau, Bahamas

(242)324-4403

(242)455-0740

Yolandathomas52@yahoo.com







ACCOUNTANTS REPORT





To the Directors ofPROSPERO MINERALS CORP.







I have reviewed the Balance Sheet of PROSPERO MINERALS CORP. at September 30, 2008, inclusive and the statements of income, shareholders equity and cash flows for the period from inception (July 23, 2002) to September 30, 2008 in accordance with International Financial Reporting Standards applicable to reviews.



A review is limited primarily to inquiries of the Companys personnel and analytical review procedures applied to financial data and thus provide less assurance than an audit.  I have not performed an audit and accordingly, I do no express an audit opinion.



Based on my review, nothing has come to my attention that causes me to believe that the accompanying financial statements are not presented fairly in accordance with International Financial Reporting Standards.







YOLANDA THOMAS C.P.A. C.A.





November 19, 2008



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|Form 10-Q | Prospero Minerals Corp. | Page 5
|--------- | ----------------------- | ------

PROSPERO MINERALS CORP.     (A EXPLORATION STAGE COMPANY) 
CONDENSED CONSOLIDATED BALANCE SHEETS

|                                                                                                                                                                                                 |   | (Unaudited)        |   |   | (Unaudited)   |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | - | ------------------ | - | - | ------------- | -
|                                                                                                                                                                                                
|                                                                                                                                                                                                 |   | September 30, 2008 |   |   | March 31,2008 |  
|ASSETS                                                                                                                                                                                           |   |                    |   |   |               |  
|CURRENT ASSETS:                                                                                                                                                                                  |   |                    |   |   |               |  
|Cash and Cash Equivalent                                                                                                                                                                         | $ | 13,610,417         |   | $ | 5,105         |  
|Subscription Receivables                                                                                                                                                                         |   | 156,912            |   |   | 6,156,912     |  
|Accounts Receivable                                                                                                                                                                              |   |                    |   |   |               |  
|Deposit                                                                                                                                                                                          |   |                    |   |   |               |  
|Sub Total                                                                                                                                                                                        |   |                    |   |   | 6,162,017     |  
|Cavitation                                                                                                                                                                                       |   | 179,580,438        |   |   | 179,580,438   |  
|Capital Assets                                                                                                                                                                                   |   | -                  |   |   | 420,600       |  
|                                                                                                                                                                                                
|TOTAL ASSETS                                                                                                                                                                                     | $ | 193,347,767        |   | $ | 186,163,055   |  
|                                                                                                                                                                                                
|                                                                                                                                                                                                
|LIABILITIES AND (DEFICIENCY IN) STOCKHOLDERS' EQUITY                                                                                                                                             |   |                    |   |   |               |  
|CURRENT LIABILITIES:                                                                                                                                                                             |   |                    |   |   |               |  
|Accounts payables                                                                                                                                                                                | $ | 1,529,504          |   | $ | 1,310,834     |  
|Accrued Liabilities                                                                                                                                                                              |   | 23,469             |   |   | 23,469        |  
|                                                                                                                                                                                                 |   |                    |   |   |               |  
|Advances from related parties (Note B)                                                                                                                                                           |   |                    |   |   |               |  
|TOTAL CURRENT LIABILITIES                                                                                                                                                                        |   | 1,552,973          |   |   | 1,334,303     |  
|                                                                                                                                                                                                
|(DEFICIENCY IN) STOCKHOLDERS' EQUITY                                                                                                                                                             |   |                    |   |   |               |  
|Preferred Stock, par value $.001 per share; 10,000,000 shares authorized; none issued and outstanding at December 31, 2007 and March 31, 2008. (Note C)                                          |   |                    |   |   |               |  
|Common stock, par value $.0001 per share; 290,000,000 shares authorized;172,713,941and 174,738,941 shares issued and outstanding at March 31, 2008 and September 30, 2008 respectively. (Note C) |   |                    |   |   | 2,740,714     |  
|Additional paid-in-capital                                                                                                                                                                       |   | 186,241,281        |   |   | 185,081,861   |  
|Shares Subscribed                                                                                                                                                                                |   | 8,760,694          |   |   |               |  
|                                                                                                                                                                                                
|Accumulated deficit during exploration stage                                                                                                                                                     |   | (3,207,181         | ) |   | (2,993,823    | )
|(Deficiency) in Stockholders' Equity                                                                                                                                                             |   | 191,794,794        |   |   | (184,828,752  | )
|                                                                                                                                                                                                
|Total Liabilities and (Deficiency in) Stockholders' Equity                                                                                                                                       | $ | 193,347,767        |   | $ | 186,163,055   |  

See accompanying notes to the unaudited condensed consolidated financial information

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|Form 10-Q | Prospero Minerals Corp. | Page 6
|--------- | ----------------------- | ------

PROSPERO MINERALS CORP.(A EXPLORATION STAGE COMPANY)CONDENSED CONSOLIDATED STATEMENT OF PROFIT & LOSSES

|                        |                                                    |          |                      |   |           |                    |   |          |             |               |             |   |   |             | For the period from July 23, 2002 (date of inception) through
|----------------------- | -------------------------------------------------- | -------- | -------------------- | - | --------- | ------------------ | - | -------- | ----------- | ------------- | ----------- | - | - | ----------- | -------------------------------------------------------------
|                        |                                                    |          | For the three months |   |           | For the six months |   |          |             | September 30,
|                        |                                                    |          | ended September 30   |   |           | Ended September 30 |   |          |             | 2008         
|                        |                                                    |          | 2008                 |   |           | 2007               |   |          | 2008        |               | 2007        |   |   |             |                                                              
|Costs and Expenses:     |                                                    |          |                      |   |           |                    |   |          |             |               |             |   |   |            
|Administrative          | $                                                  | 189,969  |                      | $ | 10,234    |                    | $ | 218,670  |             | 93,712        |             |   | $ | 2,063,676  
|Mineral Exploration     |                                                    |          |                      |   |           |                    |   |          |             | 495,000       |             |   |   | 1,148,817  
|Total Operating Expense |                                                    | 189,969  |                      |   | 10,234    |                    |   | 218,670  |             | 588,713       |             |   |   | - 3,212,493
|                        |                                                    |          |                      |   |           |                    |   |          |             |               |             |   |   |             |                                                              
|Loss from Operations    |                                                    | -189,969 |                      |   | -10,234   |                    |   | -218,670 |             | -588,713      |             |   |   | - 3,022,524
|                        |                                                    |          |                      |   |           |                    |   |          |             |               |             |   |   |             |                                                              
|                        |                                                   
|Net Loss                | $                                                  |          |                      | $ | - 987.368 |                    |   |          |             | -10,234       |             |   | $ | - 3,022,524
|                        |                                                    |          |                      |   |           |                    |   |          |             |               |             |   |   |            
|                        | Loss per common share (basic and assumingdilution) | $        | (.10                 | ) |           | (0.10              | ) |          | (.10        | )             | (0.10       | ) |   |             |                                                              
|                        |                                                    |          |                      |   |           |                    |   |          |             |               |             |   |   |            
|                        | Weighted averagecommon shares                      |          | 174,738,941          |   |           | 120,713,941        |   |          | 174,738,941 |               | 120,713,941 |   |   |             |                                                              



See accompanying notes to the unaudited condensed consolidated financial information

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|Form 10-Q | Prospero Minerals Corp. | Page 7
|--------- | ----------------------- | ------

PROSPERO MINERALS CORP.(A EXPLORATION STAGE COMPANY)CONDENSED CONSOLIDATED STATEMENTS OF DEFICIENCY IN STOCKHOLDERS' EQUITY 
FOR THE PERIOD JULY 23, 2002 (DATE OF INCEPTION) TO SEPTEMBER 30, 2008

|                                                                        |             |   |           |   |            |   | Deficit           |   |   |             |  
|----------------------------------------------------------------------- | ----------- | - | --------- | - | ---------- | - | ----------------- | - | - | ----------- | -
|                                                                        |             |   |           |   |            |   | Accumulated       |   |   |             |  
|                                                                        |             |   |           |   | Additional |   | During            |   |   |             |  
|                                                                        | Common      |   | Stock     |   | Paid-in    |   | Exploration Stage |   |   |             |  
|                                                                        | Shares      |   | Amount    |   | Capital    |   |                   |   |   | Total       |  
|Issuance of common stock in July 2002 for cash at $0.01 per share       |             |   |           |   |            |   |                   |   |   |             |  
|                                                                        | 5,500,000   | $ | 5,500     | $ | 49,500     | $ |                   |   | $ | 55,000      |  
|Shares issued in August 2002 for cash at $.01 per share, net of costs   |             |   |           |   |            |   |                   |   |   |             |  
|                                                                        | 3,760,000   |   | 3,760     |   | 33,840     |   |                   |   |   | 37,600      |  
|Shares issued in February 2003 for cash at $.50 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                                                                |             |   |           |   |            |   | (17,886           | ) |   | (17,886     | )
|Balance at June 30, 2005                                                | 9,270,500   |   | 9,271     |   | 88,866     |   | (171,552          | ) |   | (73,415     | )
|Net Loss                                                                |             |   |           |   |            |   | (339,654          | ) |   | (339,654    | )
|Balance at March 31, 2006                                               | 89,270,500  |   | 89,271    |   | 429,466    |   | (511,206          | ) |   | 7,531       |  
|Net Loss                                                                |             |   |           |   |            |   | (604,614          | ) |   | (604,614    | )
|Shares Issued                                                           | 198,441     |   | 198       |   | 291,395    |   |                   |   |   | 291,593     |  
|Balance at June 30, 2006                                                | 89,468,941  |   | 89,469    |   | 720,861    |   | (1,115,820        | ) |   | (305,490    | )
|Net Loss                                                                |             |   |           |   |            |   | (987,368          | ) |   | (987,368    | )
|Balance at Sept. 30, 2006                                               | 89,468,941  |   | 89,469    |   | 720,861    |   | (2,103,188        | ) |   | (1,292,858  | )
|Net Loss                                                                |             |   |           |   |            |   | (203,871          | ) |   | (203,871    | )
|Shares Issued                                                           | 11,245,000  |   | 11,245    |   | 1,000      |   |                   |   |   | 12,245      |  
|Balance at Dec. 31, 2006                                                | 100,713,941 |   | 100,714   |   | 721,861    |   | (2,307,059        | ) |   | (1,484,484  | )
|Net Loss                                                                |             |   |           |   |            |   | (47,544           | ) |   | (47,544     | )
|Balance at March 31, 2007                                               | 100,713,941 |   | 100,714   |   | 721,861    |   | (2,354,603        | ) |   | (1,532,028  | )
|Net Loss                                                                |             |   |           |   |            |   | (578,479          | ) |   | (578,479    | )
|Shares Issued                                                           | 20,000,000  |   | 2,000,000 |   |            |   |                   |   |   | 2,000,000   |  
|Balance at June 30, 2007                                                | 120,713,941 |   | 2,100,714 |   | 721,861    |   | (2,933,082        | ) |   | (110,507    | )
|Net Loss                                                                |             |   |           |   |            |   | (10,234           | ) |   | (10,243     | )
|Balance at Sept. 30, 2007                                               | 120,713,941 |   | 2,100,714 |   | 721,861    |   | (2,943,316        | ) |   | (120,741    | )
|Net Loss                                                                |             |   |           |   |            |   | (34,176           | ) |   | (34,176     | )
|Shares Issued                                                           | 52,000,000  |   | 520,000   |   | 52,201,861 |   |                   |   |   | 52,721,861  |  
|Balance at Dec. 31, 2007                                                | 172,713,941 |   | 2,620,714 |   | 52,923,722 |   | (2,977,492        | ) |   | 52,566,944  |  
|                                                                        |             |   |           |   |            |   | (16,331           | ) |   | (16,331     | )
|Shares Issued                                                           |             |   |           |   |            |   |                   |   |   | 121,000,000 |  
|Balance at Mar 31, 2008                                                 | 172,713,941 |   | 2,620,714 |   | 52,923,722 |   | (2,993,823        | ) |   | 172,828,752 |  
|Net Loss                                                                |             |   |           |   |            |   | (28,701           | ) |   | (28,701     | )
|Shares Issued                                                           | 2,025,000   |   | 20,000    |   | 1,599,750  |   |                   |   |   | 1,600,020   |  
|Unrealized gain on Sale of Share                                        |             |   |           |   |            |   |                   |   |   | 6,000,000   |  
|Balance at June 30, 2008                                                | 174,738,941 |   | 2,640,714 |   | 54,523,472 |   | (3,022,524        | ) |   | 192,400,091 |  
|Shares Issued                                                           |             |   |           |   |            |   |                   |   |   |             |  
|Balance at September 30, 2008                                           | 174,738,941 |   | 2,640,714 |   | 54,523,472 |   | (3,022,524        | ) |   | 192,400,091 |  

See accompanying notes to the unaudited condensed consolidated financial information

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|Form 10-Q | Prospero Minerals Corp. | Page 8
|--------- | ----------------------- | ------

PROSPERO MINERALS CORP.(A EXPLORATION STAGE COMPANY)CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

|                                                                                                           |   |                          |   |   |               |   |   | For the period |  
|---------------------------------------------------------------------------------------------------------- | - | ------------------------ | - | - | ------------- | - | - | -------------- | -
|                                                                                                           |   |                          |   |   |               |   |   | from July 23,  |  
|                                                                                                           |   |                          |   |   |               |   |   | 2002 (date of  |  
|                                                                                                           |   |                          |   |   |               |   |   | inception)     |  
|                                                                                                           |   |                          |   |   |               |   |   | through        |  
|                                                                                                           |   | For the six months ended |   |   | September 30, |  
|                                                                                                           |   | September 30,            |   |   | 2008          |  
|                                                                                                           |   | 2008                     |   |   | 2007          |   |   |                |  
|INCREASE (DECREASE) IN CASH AND EQUIVALENTS                                                                |   |                          |   |   |               |   |   |                |  
|CASH FLOWS FROM OPERATING ACTIVITIES:                                                                      |   |                          |   |   |               |   |   |                |  
|Net loss from exploration stage operations                                                                 | $ | (189,969                 | ) | $ | (588,713      | ) | $ | (3,212,493     | )
|Depreciation and Amortization                                                                              |   |                          |   |   | 63,563        |   |   | 95,345         |  
|Adjustments to reconcile net loss from exploration stage operations to cash used for operating activities: |   |                          |   |   |               |   |   |                |  
|Prepaid and Deposits                                                                                       |   |                          |   |   |               |   |   |                |  
|Subscription Receivable                                                                                    |   |                          |   |   | 156,912       |   |   | 6,156,912      |  
|Accounts Receivable                                                                                        |   |                          |   |   |               |   |   | 40,000         |  
|Accounts payable and accrued expenses-                                                                     |   | 189,969                  |   |   | 77,211        |   |   | 1,552,973      |  
|NET CASH (USED IN) OPERATING ACTIVITIES                                                                    |   |                          |   |   | (291,027      | ) |   | 4,632,737      |  
|                                                                                                          
|                                                                                                          
|CASH FLOWS FROM FINANCING ACTIVITIES:                                                                      |   |                          |   |   |               |   |   |                |  
|Proceeds from sale of common stock and stock subscription, net of costs                                    |   | -                        |   |   |               |   |   | 8,410,330      |  
|Proceeds from related parties advances, net of repayments                                                  |   |                          |   |   |               |   |   | 1,191,028      |  
|Payment for assets purchase                                                                                |   | -                        |   |   |               |   |   | (420,600       | )
|NET CASH PROVIDED BY FINANCING ACTIVITIES                                                                  |   |                          |   |   |               |   |   | 9,180,758      |  
|                                                                                                          
|NET CASH USED IN INVESTING ACTIVITIES                                                                      |   |                          |   |   |               |   |   |                |  
|                                                                                                          
|NET (DECREASE) INCREASE IN CASH AND EQUIVALENTS                                                            |   | 13,605,312               |   |   | 5,086         |   |   | 21,210,398     |  
|                                                                                                          
|Cash and cash equivalents at the beginning of the period                                                   |   | 5,105                    |   |   | 19            |   |   | 5,124          |  
|                                                                                                          
|Cash and cash equivalents at the end of the period                                                         | $ | 13,610,417               |   | $ | 5,105         |   | $ | 21,215,522     |  
|                                                                                                          
|                                                                                                          
|Supplemental Disclosures of Cash Flow Information                                                          |   |                          |   |   |               |   |   |                |  
|Cash paid during the period for interest                                                                   |   | -                        |   |   | -             |   |   | -              |  
|Income taxes paid                                                                                          |   | -                        |   |   | -             |   |   | -              |  

See accompanying notes to the unaudited condensed consolidated financial information



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|Form 10-Q | Prospero Minerals Corp. | Page 9
|--------- | ----------------------- | ------

PROSPERO MINERALS CORP. 
(A Exploration Stage Company)NOTES TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION 
SEPTEMBER 30, 2008 
(unaudited)

NOTE A-SUMMARY OF ACCOUNTING POLICIES

General

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Accordingly, the results from operations for the three month period ended June 30, 2007, are not necessarily indicative of the results that may be expected for the year ended March 31, 2009. The unaudited condensed consolidated financial statements should be read in conjunction with the consolidated March 31, 2008 financial statements and footnotes thereto included in the Company's SEC Form 10-K.

Business and Basis of Presentation

Prospero Minerals Corp. (the Company) was reincorporated under the laws of the State of Nevada on July 23, 2002. On May 2003, the Company acquired all of the issued and outstanding shares of CMC Exploration Corp., a British Columbia company. At September 30, 2008 CMC Exploration Corp was dormant. The Company has been in the gold, silver and other mineral exploration 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 September 30, 2008, the Company has accumulated losses of $3,212,493.

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

Reclassifications

Certain reclassifications have been made in prior years financial statements to conform to classifications used in the current year.

Stock Based Compensation

In December 2002, the FASB issued Statement of Financial Accounting Standards No. 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.

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|Form 10-Q | Prospero Minerals Corp. | Page 10
|--------- | ----------------------- | -------

PROSPERO MINERALS CORP. 
(A Exploration Stage Company)NOTES TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION 
SEPTEMBER 30, 2008 
(unaudited)

NOTE A-SUMMARY OF ACCOUNTING POLICIES (Continued)

Stock Based Compensation (Continued)

Accordingly, compensation expense for stock options is measured as the excess, if any, of the fair market value of the Company's stock at the date of the grant over the exercise price of the related option. The Company has adopted the annual disclosure provisions of SFAS No. 148 in its financial reports for the year ended March 31, 2008 and 2007 and will adopt the interim disclosure provisions for its financial reports for the subsequent periods. The Company has no awards of stock-based employee compensation outstanding at September 30, 2008.

On December 16, 2004, the Financial Accounting Standards Board (FASB) issued FASB Statement No. 123R (revised 2004), Share-Based Payment which is a revision of FASB Statement No. 123, Accounting for Stock-Based Compensation. Statement 123R supersedes APB opinion No. 25, Accounting for Stock Issued to Employees, and amends FASB Statement No. 95, Statement of Cash Flows. Generally, the approach in Statement 123R is similar to the approach described in Statement 123. However, Statement 123R requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro-forma disclosure is no longer an alternative. On April 14, 2005, the SEC amended the effective date of the provisions of this statement. The effect of this amendment by the SEC is that the Company will have to comply with Statement 123R and use the Fair Value based method of accounting no later than the its last quarter of fiscal 2007. Management has not determined the impact that this statement will have on Company's consolidated financial statements.

Segment Information

Statement of Financial Accounting 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 be presented in 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 operating decision maker, or decision-making group, in making decisions how to allocate resources and assess performance. The information disclosed herein materially represents all of the financial information related to the Companys principal operating segment.

New Accounting Pronouncements

In March 2005, the FASB issued FASB Interpretation (FIN) No. 47, Accounting for Conditional Asset Retirement Obligations, an interpretation of FASB Statement No. 143, which requires an entity to recognize a liability for the fair value of a conditional asset retirement obligation when incurred if the liabilitys fair value can be reasonably estimated. The Company is required to adopt the provisions of FIN 47 no later than the last quarter of its fiscal 2009. The Company does not expect the adoption of this Interpretation to have a material impact on its consolidated financial position, results of operations or cash flows.

In May 2005 the FASB issued Statement of Financial Accounting Standards (SFAS) No. 154, Accounting Changes and Error Corrections, a replacement of APB Opinion No. 20 and FASB Statement No. 3. SFAS 154 requires retrospective application to prior periods financial statements for changes in accounting principle, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. SFAS 154 also requires that retrospective application of a change in accounting principle be limited to the direct effects of the change. Indirect effects of a change in accounting principle, such as a change in non-discretionary profit-sharing payments resulting from an accounting change, should be recognized in the period of the accounting change. SFAS 154 also requires that a change in depreciation, amortization, or depletion method for long-lived, non-financial assets be accounted for as a change in accounting estimate affected by a change in accounting principle. SFAS 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. Early adoption is permitted for accounting changes and corrections of errors made in fiscal years beginning after the date this Statement is issued. The Company does not expect the adoption of this SFAS to have a material impact on its consolidated financial position, results of operations or cash flows.

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|Form 10-Q | Prospero Minerals Corp. | Page 11
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PROSPERO MINERALS CORP. 
(A Exploration Stage Company)NOTES TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION 
SEPTEMBER 30, 2008 
(unaudited)

(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

Forward Looking Statements

This report on Form 10-Q contains certain forward-looking statements within the meaning of Section 21e of theSecurities 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.

SIGNATURES

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

PROSPERO MINERALS CORP.

By:/s/ Hubert Pinder

Name: Hubert L. Pinder 
Title:Chief Financial Officer 
Dated: November 10, 2008

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|Form 10-Q | Prospero Minerals Corp. | Page 12
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|Exhibit 31
|----------



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|Form 10-Q | Prospero Minerals Corp. | Page 13
|--------- | ----------------------- | -------

PROSPERO MINERALS CORP. 
CERTIFICATIONS PURSUANT TOSECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION

I, Hubert L. Pinder, certify that:

1.  I have reviewed this quarterly report on Form 10-Q of Prospero Minerals Corp.;

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: November 10, 2008

By:/s/ Hubert L. Pinder

Mr. Hubert L. Pinder 
Chief Financial Officer

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|Form 10-Q | Prospero Minerals Corp. | Page 14
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|Exhibit 32
|----------



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|Form 10-Q | Prospero Minerals Corp. | Page 15
|--------- | ----------------------- | -------

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

In connection with the Quarterly Report of Prospero Minerals Corp. (Prospero) on Form 10-Q for the period ending September 30, 2008 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Etoile Pinder, Chief Executive 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

Name: Hubert PinderTitle:Chief Financial Officer 
Dated: November 10, 2008

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