Reporting non-trading shell:

Corporate Background

Statement of Cash Flows

                           PROSPERITY, INC.
                    (A DEVELOPMENT STAGE COMPANY)

                       STATEMENT OF CASH FLOWS
              June 2, 2000 (inception) to July 31, 2000
              -----------------------------------------


CASH FLOWS FROM OPERATING ACTIVITIES
------------------------------------

   Net loss                                                    $      (500)
   Adjustment to reconcile net loss to net cash
   provided by operational activities issue of
   common stock for services                                           500
                                                               -----------

NET CASH USED IN OPERATING EXPENSES                                      0
                                                               -----------

CASH FLOWS FROM INVESTING ACTIVITIES                                     0
                                                               -----------

CASH FLOWS FROM FINANCING ACTIVITIES                                     0
                                                               -----------

NET INCREASE (DECREASE)                                        $         0
                                                               -----------

CASH, BEGINNING OF PERIOD                                                0
                                                               -----------

CASH, END OF PERIOD                                            $         0
                                                               ===========