Item 1. Financial Statements.
PROSPERO GROUP
Yearly Report on Form 10-K for the
Period Ending March 31, 2010
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Audited)
PROSPERO GROUP’s audited financial statements for the year ended March 31, 2010 are included with this Form 10-K. The audited financial statements for the year ended March 31, 2010 include:
Condensed Consolidated Balance Sheets:
March 31, 2009 and March 31, 2010
Condensed Consolidated Statements of Losses:
Twelve Months Ended March 31, 2009 and 2010
For the Period July 23, 2002 (Date of Inception) through March 31, 2010
Condensed Consolidated Statements of Surplus in Stockholders’ Equity
For the period July 23, 2002 (Date of Inception) through March 31, 2010
Condensed Consolidated Statements of Cash Flows:
Twelve Months Ended March 31, 2009 and 2010
For the Period July 23, 2002 (Date of Inception) through March 31, 2010
Notes to Unaudited Condensed Consolidated Financial Information:
March 31, 2010
Item 1. Legal Proceedings
Item 2.
Item 2. Management’s Plan of Operation.
THE FOLLOWING PRESENTATION OF MANAGEMENT’S PLAN OF OPERATIONS OF PROSPERO GROUP SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION INCLUDED HEREIN.
Forward Looking Statements
This report on Form 10-K contains certain forward-looking statements within the meaning of Section 21e of the Securities Exchange Act of 1934 , as amended, and other applicable securities laws. All statements other than statements of historical fact are “ forward-looking statements ” for purposes of these provisions, including any projections of earnings, revenues, or other financial items; any statements of the plans, strategies, and objectives of management for future operation; any statements concerning proposed new products, services, or explorations; any statements regarding future economic conditions or performance; statements of belief; and any statement of assumptions underlying any of the foregoing. Such forward-looking statements are subject to inherent risks and uncertainties, and actual results could differ materially from those anticipated by the forward-looking statements.
Overview
Prospero was incorporated on July 23, 2002, under the laws of the State of Nevada as an exploration stage company engaged in the acquisition and exploration of mineral properties.
On June 20, 2006, Corumel 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.
Prospero has not, nor has any predecessor, identified any commercially exploitable reserves of minerals on the Thor Claims. There is no assurance that a commercially viable mineral deposit exists on Prospero’s mineral properties.
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 $1,000.00, based on their assessment of the fair value of the transferred assets at that time. Since October 2006, these assets are being properly deployed and utilized in the manner that has taken several years to produce the desired results. This Technology together with the Advanced Cavitation Technology will produce very exciting results with guaranteed revenues for the Company for years to come.
On June 10th 2008, a definitive Purchase Of License Agreement For a Profit Sharing Joint Ventures was entered into with Environmental Energy Enterprises Inc and Cavitation Concepts Corporation Ltd to form a Joint Venture for the purpose of building, marketing, owning, operating, managing, and financing the multiple applications of “ACT” Advanced Cavitation Technology, under the private label of “MIC” Mechanically Induced Cavitation Technologies, with or without “WETTECH” operating systems and/or the Pyramid Power structure, for the purpose of selling Power, water, and other residual products for profit sharing purposes under the terms and conditions as outlined in the Agreement.
Prospero Minerals Corp signed an Agreement with it’s clearing house and transfer agent , X-Clearing to change its services to X-Pedited Transfer Corporation as Transfer Agent and Registrar and is hereby authorized to issue and register such new certificates for the capital stock of the Company as may from time to time be requested.
The application for the Company name change from Prospero Minerals Corp. to Prospero Group along with a share split, which was passed on November 8th 2008 by a majority of 80% of the shareholdings has been filed through a Certificate of Amendment with Nevada Agency and Trust Company for the State of Nevada. This name change has been completed and approved by the Secretary of State of the State of Nevada and became effective on January 2, 2009. All share certificates for existing shareholders will be automatically filed and distributed by the Depository Trust Company (DTC). NASDAQ has received the necessary documentation to process the name change and reverse split for Prospero Minerals Corp to Prospero Group and that Prospero Group Board Members were notified that this corporate action will take effect at the open of business 1/5/2009. The new symbol on this date will be PRPG. The Reverse Share Split enables the Company to complete acquisitions of other technologies that will enhance the profitability of the Company through contracts already negotiated for the sale of Alternative Power and Potable Water.
Prospero Group is an innovative technology development company which enhances its portfolio with selectively chosen products and therapies in the fields of cavitation for potable water, green technologies, health and wellness. The portfolio of products and services rendered contains only technologies which are ready to sell and generate immediate earnings. Our main markets are the Bahamas, United States of America, Latin America, Europe, Australia and the Far East
Immune Supporting Therapies
Prospero's engagement is focused in main immune supporting therapies like IMMUNOCAL.
This product is made up of Glutathione in order to develop a strong immune response. People with infections are going to burn through their glutathione quickly. The classic example is in HIV, where Immunocal has been patented to raise glutathione levels in patients.
The Dzugan Method
The Dzugan Method treatment approach, which involves use of vitamins, supplements, and bio identical hormones, holds great promise in reversing the symptoms of aging and combating many diseases that afflict patients over the age of 40 as well as illnesses in younger patients such as ADHD, alcoholism, and migraine
ActRx - Global Cure for Malaria
Malaria First Aid Kit for Adults by ActRx
The ActRx Adult Treatment is an easily compliant package of tablets taken orally over four days. Immediate positive results take effect within the first few hours after treatment. ActRx reduces the symptoms and clears the Malaria parasite. For babies and young children (who are at immediate mortal risk) there is an Artemisinin water-soluble injection for comatose individuals and a powder formula which is easily assimilated and immediately effective within 24 hours.
Results of Operations
Prospero did not earn any revenues from inception through the reporting period ending March 31, 2010. Prospero does not anticipate earning revenues until such time as it has entered into commercial production of its mineral properties and sale 0f its potable water products and the development of its Resort and other technologies as outlined in the Management Proposal for Operations during the first quarter of 2010.
Prospero incurred expenses in the amount of $48,931, for the twelve month period March 31, 2010. From the period on inception on July 23, 2002 to March 31, 2010, Prospero incurred expenses in the amount of $3,923,366. These operating expenses were primarily related to professional fees in connection with Prospero’s corporate organization relating to audit fees and legal fees. Prospero anticipates its operating expenses will increase as it undertakes its plan of operations, provided further exploration is recommended.
This increase will be attributable to further technological acquisitions and the professional fees associated with complying with the reporting requirements under the Securities Exchange Act of 1934 . Prospero incurred a loss in the amount of $48,931 for the twelve month period ended March 31, 2010 and a loss in the amount of $3,923,366 for the period from inception of July 23, 2002 through March 31, 2010. 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 $10,898 as of March 31, 2010, compared to cash in the amount of $1,826 as of its fiscal year end on March 31, 2009. Prospero had a working capital deficit of ($3,923,366) as of March 31, 2010, compared to working capital deficit of ($3,874,435) as of March 31, 2009. Prospero’s liabilities as of March 31, 2010, total $1,268,601 related to advances from related parties, accounts payable and accrued liabilities, including professional fees for legal and audit services.
Prospero’s independent certified public accountants have stated in their report included in Prospero’s March 31, 2010 Form 10-K, that Prospero has not generated revenues and has incurred operating losses and that Prospero is dependent upon management's ability to develop profitable operations. These factors among others may raise substantial doubt about the Prospero’s ability to continue as a going concern.
Prospero had cash in the amount of $10,898 as of March 31, 2010. Prospero’s total expenditures over the next twelve months are anticipated to be approximately $20 Million dollars. Prospero does have plans to purchase significant equipment and change the number of its employees during this period of time. Accordingly, Prospero will need to obtain additional financing for further property developments of its investments in Pyramid Power, details of which have already been filed.
Plan of Operation for the Next Twelve Months
Prospero has not had any significant revenues generated from its business operations since inception. Management expects that the revenues generated from its operations for the next 12 months will now be enough for its required working capital.
At any phase of its plan of operations set out below, if Prospero finds that it does not have adequate funds to complete a phase, it may have to suspend its operations and attempt to raise more money so it can proceed with its business operations. If Prospero cannot raise the capital to proceed it may have to suspend operations until it has sufficient capital. However, management expects to raise the required funds for the next 12 months through equity financing and with revenues generated from its business operations.
To become profitable and competitive, Prospero needs to have at least one of its Joint Ventures, Property Developments or acquired Technologies to begin and sustain production. To achieve this goal, management has prepared the following phases for Prospero’s plan of operation for the next 12 months.
PROSPERO GROUP through one of its shareholders, RORO International Limited has signed and completed an Asset Management Agreement which enables the company to have the working capital for the next 8 months to ensure its profitability using the private label of “MIC” Mechanically Induced Cavitation, which is owned by PROSPERO GROUP with Prospero Water Technology for its Water & Energy Turbine Technology (“WETTECH”).
The “WETTECH” Water & Energy Turbine Technology operating system is the application system created by combining the “MIC” technology with a wind turbine and a steam turbine, which used together, produces steam from ocean, lake, river, well, or any impure water source, which will purify the water for drinking while the steam turbine generates electricity.
Together, they are working on the following Marketing Strategy:
1-ACT -Advanced Cavitation Technology is built, patent applied for, and working perfectly on a mobile, trailer mounted demonstrator unit currently located in Atlanta, GA and Nassau, Bahamas.
2-ACT video available on www.swissmerc.net along with Power Point Presentation of Philosophy, Commitment Statement, Executive Summary, Technology Comparison, National Security Commentary, related new items and applications.
3-ACT is featured as part of the WETTECH - Water & Energy Turbine Technology as used in the Prospero Water Technology Stewardship System.
4-The agreed strategy is to NOT sell any of the new technology or application systems, but rather, sell only the water and energy products made by Prospero Water Technologies.
5-The plan is to finance the building of each Prospero Water Technology , power and water production unit, and profit from the sale of power, water, and residual products.
6-We will become an international utility provider of power and water to the world, marketing to and distributing through the existing utility companies, and making environmentally friendly “green” energy at reduced prices.
7-Build a new, larger scale Beta Site in the Bahamas, using the new ACT as featured in the WETTECH - Water & Energy Turbine Technology, powered by the TMA wind turbine, to accurately measure the productions capacities of electricity and pure water.
8-Our plan is to sell Licenses for Profit Sharing Joint Ventures for $1 million to $5 million for each State, Country, territory, or business, depending on the location, population or application.
Mr. Hubert Pinder, CFO of PROSPERO GROUP declares “Therefore, instead of using electricity or other environmentally polluting fossil fuels to create the energy to clean water, ‘WETTECH’ systems clean and purify water from any source and produce electricity as a by-product of the process, producing both POWER & WATER.” We first launched this “MIC” technology in February 2003 in Nassau, Bahamas.
On February 11, 2009, through a large shareholder, signed a Floridian Company for its marketing and advertisement campaign. RORO International Limited has been gearing up the last year to begin marketing its water producing machines in The Bahamas, Caribbean, Central and South America. The final agreements have been made with Advanced Cavitation Technologies and Planets Purest Water, with other alternative energy and Atmospheric Water Vapor Technologies. Initially we have pending orders that exceed 15,000 machines. Several other major TECHNOLOGIES now operating will be merged into the Group as Prospero Water Technology.
The basis of the campaign will be its acquisitions of Advanced Cavitation Technology (ACT), Planets Purest Water machines. Our Atmospheric Water Generating Technologies Planets Purest Water will begin to market these products in the Bahamas, then Central America and South America as exclusive distributors in our neighbouring regions.
Some 1500 units will be delivered before the end of May 2010. We anticipate hiring some 200 employees which will encompass sales staff, delivery and maintenance. In these troubled times of unemployment, any addition to the economy in a ‘Green World Environment’ is considered beneficial.
To quick start the operations, Planet Purest Water has entered into an Agreement with our distributing company for a minimum of 15,000 Atmospheric Water Generating (AWG) systems during the first year of operation. In addition, other AWG systems will supply an additional 25,000 units that will ensure a total of over 40,000 units being delivered during the next year of operations.
The Alternative Energy systems of Prospero Water Technology and ‘Wet Tech’ together with other advanced technologies will generate revenues and profitability to ensure the success of Prospero Group operations in the future.
Prospero plans a final restructuring and plans acquisitions and mergers to ensure
During the last several months of our final restructuring of Prospero Group, we are now pleased to announce that all of the acquisitions that were being negotiated are completed. These will ensure the profitability of the Company, which is now secure.
As a result of the acquisitions and mergers, plus the future profitability of Our Group, at a meeting held on July 9, 2010 with the President of our Asset Management Group, the Board of Directors agreed to call a Shareholders meeting to vote on a resolution to accept the proposal of the merger with another company in the manufacturing and production of Potable Water Generating machines and Alternative Power Equipment and at the same time to complete the merger of the Group to a Company on another US STOCK EXCHANGE to reflect properly the future growth and profitability of The Group in this rapid change of Global involvement with Green Technology.
Critical Accounting Policies
Prospero’s discussion and analysis of its financial condition and results of operations, including the discussion on liquidity and capital resources, are based upon its financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. Actual results could differ from those estimates. On an on going basis, management re-evaluates its estimates and judgments, including but not limited to, those related to revenue recognition and collectibility of accounts receivable. Critical accounting policies identified are as follows:
Exploration Stage Activities
Prospero has been in the base and precious mineral exploration business since its formation until 2007. Prospero has now commenced significant operations and is now a multi-faceted business operation and no longer an exploration stage company.
Reclamation and Abandonment Costs
The Financial Accounting Standards Board (“ FASB ”) issued Statement of Financial Accounting Standards No. 143 (“ SFAS 143 ”),“ Accounting for Asset Retirement Obligations ” which addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. This statement establishes a uniform methodology for accounting for estimated reclamation and abandonment costs whereby reclamation and closure costs including site rehabilitation will be recorded at the estimated present value of reclamation liabilities and will increase the carrying amount of the related asset. These reclamation costs will be allocated to expense over the life of the related assets and will be adjusted for changes resulting from the passage of time and revisions to either the timing or the amount of the original present value estimate. Prospero’s adoption of SFAS No. 143 did not have a material impact on its operations or financial position.
Internal and External Sources of Liquidity
Prospero has funded its operations primarily from the issuance of common stock and has now entered into Agreements with other financial institutions to ensure the availability of Capital resources required for the development of all of the Projects that it undertakes in 2010 to enhance the profitability of its operations as a safe, secure profitable Company with unique products not subject to the ever changing global fluctuations now being experience by Countries throughout the World at the present time.
Inflation
Prospero does not believe that inflation will have a material impact on its future operations.
Off-Balance Sheet Arrangements
Prospero does not have any off-balance sheet arrangements.
Item 3.
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
Prospero is not a party to any pending legal proceedings and, to the best of Prospero’s knowledge, none of Prospero’s assets is the subject of any pending legal proceedings.
Item 2. Unregistered Sale of Equity Securities and Use of Proceeds
There have been no sales of unregistered securities within the quarter ended March 31,2010 that would be required to be disclosed pursuant to Item 701 of Regulation S-B.
Item 3. Defaults Upon Securities
None.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders
None.
None
Index to and Description of Exhibits
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, PROSPERO GROUP has caused this report to be signed on its behalf by the undersigned duly authorized person.
PROSPERO GROUP
By:/s/ Hubert Pinder
Name: Mr. Hubert Pinder
Title : Chief Financial Officer
Dated: September 27 2010
PROSPERO GROUP
CERTIFICATIONS PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
CERTIFICATION
I, Hubert Pinder, certify that:
1. I have reviewed this yearly report on Form 10-K of PROSPERO GROUP;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;
4. The small business issuer’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) for the small business issuer and we have: a) designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) evaluated the effectiveness of the small business issuer’s disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and c) presented in this report any change in the small business issuer’s internal controls over financial reporting that occurred during the small business issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting; and
5. The small business issuer’s other certifying officers and I have disclosed, based on our most recent evaluation of internal controls over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’s board of directors (or persons performing the equivalent function): a) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial data; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls.
Date: September 27, 2010
By:/s/ Hubert Pinder
Mr. Hubert Pinder
Chief Financial Officer
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Yearly Report of PROSPERO GROUP (“Prospero”) on Form 10-K for the period ending March 31, 20010 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Hubert Pinder, Chief Financial Officer, certify, pursuant to s.906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of Prospero.
By:/s/ Hubert Pinder
Mr. Hubert Pinder
Chief Financial Officer
September 27, 2010