---

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

FORM 10-Q

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

For the yearly period endedDecember 31, 2007

[ ] TRANSITION REPORT UNDER SECTION 13 0R 15( d
) OF THE SECURITIESEXCHANGE 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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|Form 10-Q | Prospero Minerals
      Corp. | 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 December 31, 2007
|-------------------------------- | --------------------------------
|Common Stock - $0.0001 par value | 172,713,941                     

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 December 31, 2007

Table of Contents

PART I. FINANCIAL INFORMATION

| | Item 1. | Financial Statements
      (Unaudited)                                                                                             
| | ------- | -----------------------------------------------------------------------------------------------------------------------------------
| |         | Prospero Minerals Corp.s unaudited
      financial statements for the quarter ended December 31, 2007 are included
      with this
| |         | Form 10-Q. The unaudited financial
      statements for the quarter ended December, 2007 include:                                  
| |         |                                                                                                                                    
| |         | Condensed Consolidated Balance
      Sheets:                                                                                       
| |         |                                                                                                                                    
| |         | March 31, 2007 and December 31, 2007                                                                                               
| |         |                                                                                                                                    
| |         | Condensed Consolidated Statements of
      Losses:                                                                                 
| |         | Three Months Ended December 31, 2007 and
      December 31, 2006                                                                   
| |         | Nine Months Ended December 31, 2007 and
      December 31, 2006                                                                    
| |         | For the Period July 23, 2002 (Date of
      Inception) through December 31, 2007                                                   
| |         |                                                                                                                                    
| |         | Condensed Consolidated Statements of
      Deficiency in Stockholders Equity                                                      
| |         | For the period July 23, 2002 (Date of
      Inception) through December 31, 2007                                                   
| |         |                                                                                                                                    
| |         | Condensed Consolidated Statements of Cash
      Flows:                                                                             
| |         | Nine Months Ended December 31, 2007 and
      2006                                                                                 
| |         | For the Period July 23, 2002 (Date of
      Inception) through December 31, 2007                                                   
| |         |                                                                                                                                    
| |         | Notes to Unaudited Condensed Consolidated
      Financial Information:                                                             
| |         | December 31, 2007                                                                                                                  

|         | Item 2.           | Plan of Operation                                                
|-------- | ----------------- | -----------------------------------------------------------------
|         |                   |                                                                  
|         | Item 3.           | Controls and Procedures                                          
|         |                   |                                                                  
|PART II. | OTHER INFORMATION
|         |                  
|         | 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                                                         

---

|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 December 31, 2007 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.

---

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

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

|                                                                          |   | (Unaudited)       |   |   | (Unaudited)   |  
|------------------------------------------------------------------------- | - | ----------------- | - | - | ------------- | -
|                                                                          |   |                   |   |   |               |  
|                                                                          |   | December 31, 2007 |   |   | March 31,2007 |  
|ASSETS                                                                    |   |                   |   |   |               |  
|CURRENT ASSETS:                                                           |   |                   |   |   |               |  
|Cash and Cash
      Equivalent                                            | $ | 5,105             |   | $ | 19            |  
|Subscription Receivables                                                  |   | 156,912           |   |   |               |  
|Accounts Receivable                                                       |   |                   |   |   | -             |  
|Deposit                                                                   |   |                   |   |   | 400           |  
|Sub Total                                                                 |   | 162,017           |   |   | 419           |  
|Cavitation                                                                |   | 52,001,000        |   |   | 1,000         |  
|Capital Assets, (net of
      accumulated depreciation of $63,563)        |   | 812,436           |   |   | 844,218       |  
|                                                                          |   |                   |   |   |               |  
|TOTAL ASSETS                                                              | $ | 52,975,453        |   | $ | 845,637       |  
|                                                                          |   |                   |   |   |               |  
|                                                                          |   |                   |   |   |               |  
|LIABILITIES AND (DEFICIENCY IN)
      STOCKHOLDERS'                       |   |                   |   |   |               |  
|EQUITY                                                                    |   |                   |   |   |               |  
|CURRENT LIABILITIES:                                                      |   |                   |   |   |               |  
|Accounts payables                                                         | $ | 1,194,503         |   | $ | 1,029,577     |  
|Accrued Liabilities                                                       |   | 23,469            |   |   | 699,008       |  
|Advances from related parties
      (Note B)                              |   |                   |   |   | 649,080       |  
|TOTAL CURRENT LIABILITIES                                                 |   | 1,217,972         |   |   | 2,377,665     |  
|                                                                          |   |                   |   |   |               |  
|(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, 2007. (Note
      C)                                            |   |                   |   |   |               |  
|Common stock, par value $.0001 per share;
      290,000,000 shares        |   |                   |   |   |               |  
|authorized; 100,713,941 and172,713,941shares
      issued and outstanding |   |                   |   |   |               |  
|at March 31, 2007 and December 31, 2007
      respectively. (Note C)      |   | 2,620,714         |   |   | 100,714       |  
|Additional
      paid-in-capital                                          |   | 52,201,861        |   |   | 721,861       |  
|Shares Subscribed                                                         |   |                   |   |   |               |  
|                                                                          |   |                   |   |   |               |  
|                                                                          |   |                   |   |   |               |  
|Accumulated deficit during
      exploration stage                        |   | (2,977,492        | ) |   | (2,354,603    | )
|(Deficiency) in Stockholders' Equity                                      |   | 52,566,944        |   |   | (1,532,028    | )
|                                                                          |   |                   |   |   |               |  
|Total Liabilities and (Deficiency in)
      Stockholders' Equity          | $ | 52,975,453        |   | $ | 845,637       |  

See accompanying notes to the unaudited condensed
consolidated financial information

---

Form 10-Q Prospero Minerals Corp. Page
6

|PROSPERO MINERALS CORP.                          
|-------------------------------------------------
|(A EXPLORATION STAGE COMPANY)                    
|CONDENSED CONSOLIDATED STATEMENTS OF
      LOSSES

|                   |   |                            |   |   |                           |   |   |              |   |  |           |  |   | For the period from July 23,
      2002 | 
|------------------ | - | -------------------------- | - | - | ------------------------- | - | - | ------------ | - |  | --------- |  | - | --------------------------------------- | 
|                   |   |                            |   |   |                           |   |   |              |   |  |           |  |   | (date of inception)
      through       | 
|                   |   | For the three
      months |   |   | For the nine
      months |   |   | December 31, |  
|                   |   | ended December
      31    |   |   | Ended December
      31   |   |   | 2007         |  
|                   |   | 2007                       |   |   | 2006                      |   |   | 2007         |   |  | 2006      |  |   |                                         | 
|Costs and          |   |                            |   |   |                           |   |   |              |   |  |           |  |   |                                         | 
|Expenses:          |   |                            |   |   |                           |   |   |              |   |  |           |  |   |                                         | 
|General and        |   |                            |   |   |                           |   |   |              |   |  |           |  |   |                                         | 
|Administrative     |   | 31,176                     |   | $ | 203,871                   |   | $ | 127,889      |   |  | 1,142,035 |  | $ | 1,828,675                               | 
|Mineral            |   |                            |   |   |                           |   |   |              |   |  |           |  |   |                                         | 
|Exploration        |   |                            |   |   |                           |   |   | 495,000      |   |  | 653,818   |  |   | 1,148,817                               | 
|Total Operating    |   |                            |   |   |                           |   |   |              |   |  |           |  |   |                                         | 
|Expense            |   | 31,176                     |   |   | 203,871                   |   |   | 622,889      |   |  | 1,795,853 |  |   | -2,977,492                              | 
|                   |   |                            |   |   |                           |   |   |              |   |  |           |  |   |                                         | 
|Loss from          |   |                            |   |   |                           |   |   |              |   |  |           |  |   |                                         | 
|Operations         |   | -31,176                    |   |   | -203,871                  |   |   | -622,889     |   |  | 1,795,853 |  |   | -2,977,492                              | 
|                   |   |                            |   |   |                           |   |   |              |   |  |           |  |   |                                         | 
|                   |   |                            |   |   |                           |   |   |              |   |  |           |  |   |                                         | 
|                   |   |                            |   |   |                           |   |   |              |   |  |           |  |   |                                         | 
|                   |   |                            |   |   |                           |   |   |              |   |  |           |  |   |                                         | 
|Net Loss           |   | - 31,176                   |   |   | -203,871                  |   |   | -622,889     |   |  | 1,795,853 |  | $ | -2,977,492                              | 
|                   |   |                            |   |   |                           |   |   |              |   |  |           |  |   |                                         | 
|                   |   |                            |   |   |                           |   |   |              |   |  |           |  |   |                                         | 
|Loss per common    |   |                            |   |   |                           |   |   |              |   |  |           |  |   |                                         | 
|share (basic and   |   |                            |   |   |                           |   |   |              |   |  |           |  |   |                                         | 
|assuming dilution) | $ | (0.01                      | ) |   | (0.01                     | ) |   | (0.01        | ) |  |           |  |   |                                         | 
|                   |   |                            |   |   |                           |   |   |              |   |  |           |  |   |                                         | 
|                   |   |                            |   |   |                           |   |   |              |   |  |           |  |   |                                         | 
|Weighted average   |   |                            |   |   |                           |   |   |              |   |  |           |  |   |                                         | 
|common shares      |   |                            |   |   |                           |   |   |              |   |  |           |  |   |                                         | 
|outstanding        |   | 172,713,941                |   |   | 100,793,941               |   |   | 172,713,941  |   |  |           |  |   |                                         | 

See accompanying notes to the unaudited condensed
consolidated financial information

---

|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 DECEMBER 31, 2007  

|                                |  |             |  |   |           |  |   |            |  |   | Deficit     |   |   |            |  
|------------------------------- |  | ----------- |  | - | --------- |  | - | ---------- |  | - | ----------- | - | - | ---------- | -
|                                |  |             |  |   |           |  |   |            |  |   | Accumulated |   |   |            |  
|                                |  |             |  |   |           |  |   | Additional |  |   | During      |   |   |            |  
|                                |  | Common      |  |   | Stock     |  |   | Paid-in    |  |   | Exploration |   |   |            |  
|                                |  | Shares      |  |   | Amount    |  |   | Capital    |  |   | Stage       |   |   | 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,      |  | 9,270,500   |  |   | 9,271     |  |   | 88,866     |  |   | (5,324      | ) |   | 92,813     |  
|2003                            |  |             |  |   |           |  |   |            |  |   |             |   |   |            |  
|Net Loss                        |  | -           |  |   | -         |  |   | -          |  |   | (86,266     | ) |   | (86,266    | )
|Balance at March
      31,      |  | 9,270,500   |  |   | 9,271     |  |   | 88,866     |  |   | (91,590     | ) |   | 6,547      |  
|2004                            |  |             |  |   |           |  |   |            |  |   |             |   |   |            |  
|Net Loss                        |  |             |  |   |           |  |   |            |  |   | (62,076     | ) |   | (62,076    | )
|Balance at
      March 31,      |  | 9,270,500   |  |   | 9,271     |  |   | 88,866     |  |   | (153,666    | ) |   | (55,529    | )
|2005                            |  |             |  |   |           |  |   |            |  |   |             |   |   |            |  
|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,      |  | 89,270,500  |  |   | 89,271    |  |   | 429,466    |  |   | (511,206    | ) |   | 7,531      |  
|2006                            |  |             |  |   |           |  |   |            |  |   |             |   |   |            |  
|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 |  

---

|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 nine months
      ended |   |   | December 31, |  
|                                                                |   | December 31,                    |   |   | 2007         |  
|                                                                |   | 2007                            |   |   | 2006         |   |   |                |  
|INCREASE (DECREASE) IN CASH
      AND                           |   |                                 |   |   |              |   |   |                |  
|EQUIVALENTS                                                     |   |                                 |   |   |              |   |   |                |  
|CASH FLOWS FROM OPERATING
      ACTIVITIES:                     |   |                                 |   |   |              |   |   |                |  
|Net loss from exploration stage operations                      | $ | (622,889                        | ) | $ | (1,795,853   | ) | $ | (2,77,492      | )
|Depreciation and Amortization                                   |   | 74,157                          |   |   | 31,781       |   |   | 74,157         |  
|Adjustments to reconcile net loss from
      exploration stage  |   |                                 |   |   |              |   |   |                |  
|operations to cash used for
      operating activities:         |   |                                 |   |   |              |   |   |                |  
|Prepaid and Deposits                                            |   |                                 |   |   |              |   |   |                |  
|Subscription Receivable                                         |   | 156,912                         |   |   |              |   |   | 156,912        |  
|Accounts Receivable                                             |   |                                 |   |   | 40,000       |   |   | 40,000         |  
|Accounts payable and accrued
      expenses                     |   | 164,926                         |   |   | 1,656,812    |   |   | 1,120,560      |  
|NET CASH (USED IN) OPERATING ACTIVITIES                         |   | (226,894                        | ) |   | (68,342      | ) |   | ( 1,585,863    | )
|                                                                |   |                                 |   |   |              |   |   |                |  
|                                                                |   |                                 |   |   |              |   |   |                |  
|CASH FLOWS FROM FINANCING
      ACTIVITIES:                     |   |                                 |   |   |              |   |   |                |  
|Proceeds from sale of common stock and stock                    |   |                                 |   |   |              |   |   |                |  
|subscription, net of costs                                      |   | -                               |   |   | 64,477       |   |   | 810,330        |  
|Proceeds from related parties advances, net of
      repayments |   |                                 |   |   | 478,301      |   |   | 1,191,028      |  
|Payment for assets purchase                                     |   | -                               |   |   | (420.600     | ) |   | (420,600       | )
|NET CASH PROVIDED BY FINANCING ACTIVITIES                       |   |                                 |   |   | 122,179      |   |   | 1,580,758      |  
|                                                                |   |                                 |   |   |              |   |   |                |  
|NET CASH USED IN INVESTING ACTIVITIES                           |   |                                 |   |   |              |   |   |                |  
|                                                                |   |                                 |   |   |              |   |   |                |  
|NET (DECREASE) INCREASE IN CASH AND                             |   |                                 |   |   |              |   |   |                |  
|EQUIVALENTS                                                     |   | 5,086                           |   |   | (58,836      | ) |   | 5,105          |  
|                                                                |   |                                 |   |   |              |   |   |                |  
|Cash and cash equivalents at
      the beginning of the period  |   | 19                              |   |   | 53,855       |   |   | 0-             |  
|                                                                |   |                                 |   |   |              |   |   |                |  
|Cash and cash equivalents
      at the end of the period        | $ | 5,105                           |   | $ | 19           |   | $ | 5,105          |  
|                                                                |   |                                 |   |   |              |   |   |                |  
|                                                                |   |                                 |   |   |              |   |   |                |  
|                                                                |   |                                 |   |   |              |   |   |                |  
|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

---

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

|PROSPERO MINERALS CORP.                                    
|-----------------------------------------------------------
|(A Exploration Stage Company)                              
|NOTES TO CONDENSED CONSOLIDATED FINANCIAL
      INFORMATION
|DECEMBER 31, 2007                                          
|(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 December 31, 2007, are not necessarily indicative
of the results that may be expected for the year ended March 31, 2008. The
unaudited condensed consolidated financial statements should be read in
conjunction with the consolidated March 31, 2007 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 June 30, 2007 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 December 31, 2007, the Company has accumulated losses of $
2,977,492.

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.

---

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

|PROSPERO MINERALS CORP.                                    
|-----------------------------------------------------------
|(A Exploration Stage Company)                              
|NOTES TO CONDENSED CONSOLIDATED FINANCIAL
      INFORMATION
|DECEMBER 31, 2007                                          
|(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, 2007 and 2006 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 December 31, 2007.

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 2007. 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.

---

|Form 10-Q | Prospero Minerals
      Corp. | Page 11
|--------- | ----------------------------- | -------

|PROSPERO MINERALS CORP.                                    
|-----------------------------------------------------------
|(A Exploration Stage Company)                              
|NOTES TO CONDENSED CONSOLIDATED FINANCIAL
      INFORMATION
|DECEMBER 31, 2007                                          
|(unaudited)                                                

NOTE A-SUMMARY OF ACCOUNTING POLICIES
(Continued)

New Accounting Pronouncements
(Continued)

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.

NOTE B - ADVANCES FROM RELATED
PARTIES

During the six months ended December 30, 2007 and
the year ended March 31, 2007, entities controlled by the Companys directors
advanced funds to the Company for working capital purposes. Total amount due to
related parties amounted $23,469 and $649,008 at December 31, 2007 and March 31,
2007, respectively. The amounts advanced are unsecured, non-interest bearing and
have no specific terms of repayment.

NOTE C - CAPITAL STOCK

The Company is authorized to issue 290,000,000
shares of common stock with par value of $.01 per share. As of March 31, 2007
and December 31, 2007, the Company has no preferred stock issued and
outstanding. The Company has 100,713,941 and 172,713,941 shares of common stock
issued and outstanding at March 31, 2007 and December 31, 2007
respectively.

Item 2. Managements Plan of
Operation.

THE FOLLOWING PRESENTATION OF MANAGEMENTS PLAN OF
OPERATIONS OF PROSPERO MINERALS CORP. SHOULD BE READ IN CONJUNCTION WITH THE
FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION INCLUDED HEREIN.

Forward Looking Statements

This report on Form 10-QSB 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.

---

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

Overview

Prospero was incorporated on July 23, 2002, under
  the laws of the State of Nevada. Prospero is an exploration stage company
  engaged in the acquisition and exploration of mineral properties.

On June 20, 2006, Prospero Minerals Corp.
announced its name change from Corumel Minerals Corp. to Prospero Minerals
Corp. and increased its authorized capital.

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.

After 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 program. Upon forming
CMC, Prospero transferred all of its 100% ownership interest in the Thor Group
mineral claims to CMC.

Acquisition of the Thor Group mineral
claims

Prospero purchased Thor Group mineral claims from
William A. Howell, a graduate geologist, for his out-of-pocket costs incurred in
staking and registering the claims. Prospero agreed to leave the claims
registered in Mr. Howells name for reasons of convenience in the reporting of
exploration work done on the claims.

Prospero launched an initial exploration program
at a cost of approximately $7,500. Mr. Howell governed the initial exploration
program operations conducted on the Thor Group mineral claims. As operator, Mr.
Howell had the full right, power and authority to do everything necessary or
desirable to carry out the program and the project and to determine the manner
of exploration of the property. As the operator throughout the initial
exploration program, Mr. Howell earned a 15% undivided interest in the Thor
Group mineral claims as partial compensation for his services.

If after the initial exploration phase further
exploration programs are recommended and Mr. Howell remains as the operator
throughout the initial phase, the Property Acquisition Agreement requires that
Prospero and a sole purpose company to be formed by Mr. Howell enter into a
formalized joint venture. The purpose of the joint venture will be to further
explore the property containing the Thor Group mineral claims with the eventual
goal of putting the property into commercial mining production should both a
feasibility report recommending commercial production be obtained and a decision
to commence commercial production be made. The feasibility report refers to a
detailed written report of the results of a comprehensive study on the economic
feasibility of placing the property or a portion of the property into commercial
mining production.

If this opportunity does not materialize with Mr.
Howell and Prosperos consulting geologists favor further exploration, Prospero
intends to proceed alone on the same basis as Prospero would have were the joint
venture formed.

Due to a lack of funding, Prospero was largely
dormant during the twelve months ended December 31, 2007 and carried on minimal
business, consisting of primarily administrative. Prospero did not carry on any
work related to the Thor Group mineral claims.

Results of Operations

Prospero did not earn any revenues from inception
through the reporting period ending December 31, 2007. Prospero does anticipate
earning revenues now that it has entered into commercial production of its
mineral properties. Income initially will be derived from the sale of Diamonds,
AU, and of Emeralds inventory now available for sale from the Brazil mine. In
the fourth quarter revenue from the production of potable water should be
achieved. Prospero can provide no assurance that it will discover commercially
exploitable levels of mineral resources on its properties, or if such resources
are discovered, that Prospero will enter into commercial production of its
mineral properties.

During the months of October through December,
Prospero Minerals Corp. had announced that is has entered into an agreement
through its major shareholder, Cavitation Concepts Corporation Limited to
acquire a substantial land acquisition and Resort Development in Rum Cay, Cat
Island, Andros Island, Long Island and Eleuthera Island in The
Bahamas.

New Port Holdings Limited in conjunction with Rum
Cay Harbour Limited through Cavitation Concepts Corporation Limited has signed
the Agreement on this the 26thNovember, 2007 for the establishment, partnership, ownership and
investments. The Parties will work together with the owners of the property, New
Port Harbour Limited to develop the property in accordance to the Plans being
submitted by Mr. Hubert L. Pinder to The Bahamas Government.

---

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

This entire development program will be done by
Rum Cay Resort Holdings Limited along with Mr. Fred Bernstein as the developer
of the property. New Port Harbour Limited will assist in sales transactions
and/or its use in procuring funds for the development of initially $100,000,000.
This will be used through the utilization of the shares and assets of Cavitation
Concepts Corporation Limited, a major shareholder of Prospero Minerals. The
total estimated input in this development is well above $300,000,000.

On December 12, 2007, Cavitation Concepts
Corporation through Prospero Minerals Corp. has signed an Agreement to acquire
Bahamas Development Company Limited, which owns, interalia, Buccaneer Bay, Cat
Island, a property of approximately 505 acres with the availability of a further
adjoining approximately 460 acres, to be developed as a luxury business-oriented
second-home resort. Also includes in this agreement is Chickcharnie Channel,
Andros Island, a property of approximately 3,500 acres, to be developed to
accommodate a hospital for elective surgery, centers for fine and performing
arts and conventions.

Cavitation Concepts Corporation Limited has agreed
to purchase shares from the owners of Bahamas Development Company Limited for a
purchase consideration of $48,207,732, such consideration to be settled by the
delivery of fully paid Ordinary Shares in Prospero Minerals Corp. amounting in
total to 43,350,000 for the property in Cat Island and Andros,
Bahamas.

These acquisitions, along with the current
Emeralds contracts in excess of $90,000,000 and water technology soon to be
distributed in the Caribbean, now puts Prospero Minerals Corp. into a new
business entity through tourism in The Bahamas as well as Real Estate sales and
construction.

On December 24, 2007, Prospero Minerals Corp.
announced that its Board of Directors had elected three new directors, effective
immediately: Dr. Stephen Rietiker, Matthias Zbaeren and Bradley Roberts. Dr.
Rietiker and Matthias Zbaeren will focus on international issues and
opportunities; and, Mr. Bradley Roberts will focus on property
development.

Stephen Rietiker, M.D.,
(50) has held positions with Roche, Boehringer Mannheim, Schering Plough and
Covance. In 2001, Dr. Rietiker was appointed President and CEO of Sulzer Medica
AG (later Centerpulse AG). Since 2003, he has been actively involved as
executive director and investor in various start-ups. Dr. Rietiker is a senior
advisor for Brown Brothers Harrimans M&A team.

Matthias Zbaeren(48)
has more than 20 years of experience as a trader and director in investment
banking, holding various positions with ever-increasing responsibility in FX
trading, sales and marketing, project management, and education with UBS AG, EBS
(Citicorp Dealing Resources/Quotron) and Credit Suisse. In 1997, he was
appointed General Manger for EBS Switzerland, Italy, Spain and Portugal, and was
recognized as the best EBS sales manger worldwide in that same year. In 1999 he
rejoined UBS AG as a director to establish an FX marketing unit. In 2001, he
became self-employed and founded e-banking projects Zbaeren, managing and
leading a large e-trading tool project within Credit-Suisse. Since 2005, he has
been involved in several large projects in well-known companies.

Bradley Roberts(63)
has had more than 40 years experience with the Bahamas Electricity Corporation
and served as General Manager and The Chief Executive Officer from 1998  2003
for the power generation, transmission and distribution operations of the
company with a staff count of 1,100 employees. Most recently, Mr. Roberts is a
member of the board of Bahamas Development Company Limited, which owns property
in Cat Island and Andros, Bahamas earmarked for resort development.

Prospero incurred expenses in the amount of
$622,889, for the nine month period ending December 31, 2007. From the period on
inception on July 23, 2002 to December 31, 2007, Prospero incurred expenses in
the amount of $2,977,492. 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 geological
exploration and the professional fees associated with complying with the
reporting requirements under theSecurities Exchange Act
of 1934.

Prospero incurred a loss in the amount of $31,176
for the three month period ended December 31, 2007 and a loss in the amount of $
2,977,492 for the period from inception of July 23, 2002 through December 31,
2007. Prosperos loss was entirely attributable to general and administrative
expenses, which included operating expenses and professional fees.

Liquidity and Capital Resources

Prospero had cash of $5,105 as of December 31,
2007, compared to cash in the amount of $19 as of its fiscal year end on March
31, 2007. Prospero had a working capital deficit of ($2,977,492) as of December
31, 2007, compared to working capital deficit of $ 2,307,059 as of December 31,
2006. Prosperos liabilities as of December 31, 2007, total $1,217,972 relate to
advances from related parties, accounts payable and accrued liabilities,
including professional fees for legal and audit services.

Prosperos independent certified public
accountants have stated in their report included in Prosperos March 31, 2007
Form 10-QSB, 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.

---

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

Prospero had cash in the amount of $5,105 as of
December 31, 2007. Prosperos total expenditures over the next twelve months are
anticipated to be approximately $2.7 Million dollars. Prospero does have plans
to purchase equipment and change the number of its employees based on production
of Emeralds and the development of the properties in The Bahamas during the next
twelve months.

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. Prospero has now entered into
significant operations through its association with the mining operation in
Brazil. The investments in property development should prove to be very
profitable as the purchases were made at exceptionally below the market value
and appraisals.

Mineral Property Payments and Exploration
Costs

Prospero expenses all costs related to the
acquisition, maintenance and exploration of mineral claims in which Prospero has
secured exploration rights prior to establishment of proven and probable
reserves. To date, Prospero has not established the commercial feasibility of
its exploration prospects; therefore, all costs are being expensed.

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.

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.

---

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 September 30, 2007 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-Q | Prospero Minerals
      Corp. | Page 16
|--------- | ----------------------------- | -------

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

Item 5.Acquisition of Cavitation Concepts Corporation Technology

On October 31, 2006 Prospero Minerals completed
the acquisition from Cavitation Concepts Corporation of all of the assets
pertaining to Cavitations water purification business. In exchange for the
assets, Prospero Minerals issued 10 million shares of its common stock to
Cavitation Concepts Corporation. The parties valued the shares at $1,000., based
on their assessment of the fair value of the transferred assets.

The sale of the shares by Prospero Minerals to
Cavitations Concepts was exempt pursuant to Section 4(2) of the Securities Act
since the sale was not made in a public offering and was made to an entity whose
principals had access to detailed information about Prospero Minerals and which
was acquiring the shares for its own account. There were no underwriters.

Notes of Company
events for period March 31, 2006 to December 2007

Since the last Annual Report of March 31, 2007,
several changes in Prospero Minerals Corp. have taken place.

Negotiations which began in December of 2006 were
being finalized during March with a Trust that controlled the production of an
Emerald mine in Brazil. These negotiations culminated with the successful
signing of an agreement that will allow Prospero Minerals Corp. to sell Emeralds
and share the profit with the mine in Brazil. This transaction has been closed
as of June 18, 2007. The sale of these Emeralds will ensure the future success
of Prospero Minerals Corp.

In addition to the restructuring of the mining
operations of Prospero Minerals Corp., it should also be noted that in October
of 2006, the Company purchased the rights to a water technology which will also
be brought on the market through an association of another companies technology.
This new technology of production of potable water will be additional revenue
for Prospero Minerals Corp. within the next twelve months. In December 2007
further significant technologies were purchased and will be finalized in January
2008. These new technologies will represent significant changes to the
profitability of the Company.

Latest news on production and Company activities
can be found athttp://www.prosperominerals.com

---

|Form 10-Q | Prospero Minerals
      Corp. | Page 17
|--------- | ----------------------------- | -------

Item 6. Exhibits

(a)Index to and
Description of Exhibits

Exhibit
    Description
    Status31
    Certifications pursuant to Section
      302 of the Sarbanes-Oxley Act of 2002.
    Included32
    Certification pursuant to 18
      U.S.C. Section 1350, as adopted pursuant to Section 906 of
    Includedthe Sarbanes-Oxley Act of
      2002.


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/ Etoile Pinder

|Name:  | Etoile Pinder          
|------ | -----------------------
|Title: | Chief Executive Officer
|Dated: | January 9th, 2008      

---

|Form 10-Q | Prospero Minerals
      Corp. | Page 18
|--------- | ----------------------------- | -------

|          
|----------
|Exhibit 31

---

|Form 10-Q | Prospero Minerals
      Corp. | Page 19
|--------- | ----------------------------- | -------

|PROSPERO MINERALS CORP.                            
|---------------------------------------------------
|CERTIFICATIONS PURSUANT TO                         
|SECTION 302 OF THE SARBANES-OXLEY ACT OF
      2002

CERTIFICATION

I, Etoile 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: January 9, 2008By:/s/ Etoile Pinder

Ms. Etoile Pinder Chief Executive
Officer

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|Form 10-Q | Prospero Minerals
      Corp. | Page 20
|--------- | ----------------------------- | -------

|          
|----------
|Exhibit 32

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|Form 10-Q | Prospero Minerals
      Corp. | Page 21
|--------- | ----------------------------- | -------

|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 Quarterly Report of
Prospero Minerals Corp. (Prospero) on Form 10-QSB for the period ending
September 30, 2006 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/ Etoile Pinder

Ms. Etoile Pinder Chief Executive Officer
January 9, 2008

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