CORPORATE BACKGROUND

Reporting non-trading shell:

Corporate Background

General Business

Reporting Issuer

Comparison to IPO

Potential Targets

Requirements of Target

Capital Structure

Secondary Trading

Auditors' Report

Balance Sheet

Statement of Operations

Statement of Cashflows

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Disclaimer

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Prosperity, Inc. (the "Public Shell") was recently incorporated in June, 2000 under the laws of the State of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. The Public Shell has been in the developmental stage since inception and has no operations to date other than issuing shares to its original shareholder for services rendered in connection with the organization of the Public Shell.

The Public Shell will attempt to locate and negotiate with a business entity for the combination of that target company with the Public Shell. The combination will normally take the form of a merger, stock-for-stock exchange or stock-for-assets exchange. In most instances the target company will wish to structure the business combination to be within the definition of a tax-free reorganization under Section 351 or Section 368 of the Internal Revenue Code of 1986, as amended.

No assurances can be given that the Public Shell will be successful in locating or negotiating with any target company.

The Public Shell has been formed to provide a method for a foreign or domestic private company to become a reporting ("public") company with a class of registered securities.