Reporting non-trading shell:

Corporate Background

Auditors' Report

                            [Letterhead]


                     INDEPENDENT AUDITORS' REPORT
                     ----------------------------


To the Board of Directors of:
Prosperity, Inc.
(A Development Stage Company)

We have audited the accompanying statement of financial position of
Prosperity, Inc. (a development stage company) as of
June 2, 2000 (inception) through July 31, 2000. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of
Prosperity, Inc. (a development stage company) as of
July 31, 2000, and the results of its operations and its cash flows
for the period from June 2, 2000 (inception) through July 31, 2000
in conformity  with generally accepted accounting principles.


Independent Certified Public Accountant

August 30, 2000
Princeton, NJ