Item 4.01. Changes in Registrant’s Certifying Accountant.


(a)  

Previous independent accountants


(i)  

On June 5, 2009, Lawrence Scharfman & Co, CPA PC resigned as the independent accountants of Prospero Group. (“Prospero”).


(ii)  

Lawrence Scharfman & Co. CPA PC did not file the financial statements for the fiscal year ended March 31, 2008 and March 31, 2009.


(iii)  

Prospero’s Board of Directors did recommend to accept the former accountant’s resignation without any disagreements. During the past two fiscal years, March 2008 and March 2009 and the interim period preceding the engagement of Larry O’Donnell, CPA P.C. Prospero did consult with Lawrence Scharfman and Julio De Leon on the required auditors opinion for the aforementioned statements. In a response to the SEC, Lawrence Scharfman has been requested to furnish a letter directly to the Commission regarding its concurrence or disagreement with the statements made by the company in our Item 4.01 Form 8-K as required in Item 304(a)(3) of Regulation S-K.


(iv)  

New independent accountants; Prospero Group’s Board of Directors signed a letter of engagement with Larry O’Donnell, CPA P.C. on June 5, 2009


 

 

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Item 9.01.  Exhibits.


(c)  Exhibits


Exhibit

Description

 

 

 

 

16

Letter to Securities and Exchange Commission dated October 19,2009 including the resignation letter of Lawrence Scharfman

Filed








SIGNATURES



Pursuant to 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 GROUP



By: /s/ Hubert L. Pinder

Chief Financial Officer


Dated: October 28, 2009

 




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