10QSB/A 1 september10qsba2003.txt AMENDED SEPTEMBER 30, 2003 FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB/A (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE PERIOD ENDED September 30, 2003 ------------------- OR [] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD From to . ------------------------ ---------------------- Commission File Number 333-88480 PRIME RESOURCE, INC. (Exact name of registrant as specified in its charter) Utah 04-3648721 ------------------------------- ------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1245 East Brickyard Road, Suite 590 Salt Lake City, Utah 84106 (Address of principal executive officers) (801) 433-2000 (Registrant's telephone number, including area code) None (Former name, former address and former fiscal year, if changed since last report) APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13, or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by the court. Yes No Not Applicable -------------- APPLICABLE ONLY TO CORPORATE ISSUERS Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practical date. Common Stock: 2,950,000 shares issued and outstanding as of November 10, 2003, No Par Value. Authorized - 50,000,000 common voting shares. INDEX Prime Resource, Inc. For The Quarter Ending September 30, 2003 Part I. Financial Information Item 1. Financial Statements Consolidated Balance Sheet - September 30, 2003 (Unaudited) Consolidated Statements of Operations (Unaudited) - For the nine months and three months ended September 30, 2003 and 2002 Consolidated Statements of Members' and Stockholders' Equity (Unaudited) - January 1, 2002 to September 30, 2003 Consolidated Statements of Cash Flows (Unaudited) - For the nine months ended September 30, 2003 and 2002 Notes to Consolidated Financial Statements (Unaudited) - September 30, 2003 Item 2. Management's Discussion and Analysis of Financial Condition or Plan of Operation. Controls and Procedures Part II. Other Information Item 5. Other Matters Item 6. Exhibits and Reports on Form 8-K Signatures Certifications 2 Part I - Financial Information Item 1. Financial Statements PRIME RESOURCE, INC. AND SUBSIDIARIES (Formerly Prime Resource, LLC and Subsidiaries) CONSOLIDATED BALANCE SHEET (Unaudited) September 30, 2003
Assets Current Assets: Cash and cash equivalents $ 706,199 Accounts receivable 292,783 --------------- Total current assets 998,982 Fixed Assets: Furniture and fixtures 123,963 Office equipment 26,278 Computer equipment 46,209 Software 15,289 Vehicles 86,847 --------------- Total fixed assets 298,586 Less accumulated depreciation (167,596) --------------- Net fixed assets 130,990 Advances and notes receivable from related parties 117,368 Other assets 38,154 --------------- Total assets $ 1,285,494 =============== Liabilities and Stockholders' Equity Current Liabilities: Accounts payable $ 24,690 Accrued expenses 149,241 Current portion of notes payable, related parties 81,216 --------------- Total current liabilities 255,147 Deferred income taxes 25,138 Notes payable to related party, less current portion 37,504 Common stock, no par value; authorized 50,000,000 shares; issued and outstanding 2,950,000 shares 750,000 Additional paid-in capital 197,763 Retained earnings 19,942 --------------- 967,705 Total liabilities and stockholders' equity $ 1,285,494 ===============
See notes to financial statements. 3 PRIME RESOURCE, INC. AND SUBSIDIARIES (Formerly Prime Resource, LLC and Subsidiaries) CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
Nine months ended Three months ended September 30, September 30, 2003 2002 2003 2002 ----------------- ---------------- ----------------- ----------------- Net Revenues Commissions $ 2,383,759 $ 1,313,407 $ 736,527 $ 449,182 Investment and business advisory fees 235,816 400,172 76,617 147,430 ----------------- --------------- ----------------- ---------------- Total net revenues 2,619,575 1,713,579 813,144 596,612 Operating Expenses Commissions 1,196,759 452,330 506,285 168,491 Compensation and benefits 826,636 1,008,483 255,624 320,414 General and administrative 399,278 244,977 133,750 81,949 Occupancy and equipment 85,616 85,739 27,757 33,534 Depreciation and amortization 50,311 33,757 26,594 10,585 ----------------- --------------- ----------------- ---------------- Total operating expenses 2,558,600 1,825,286 950,010 614,973 ----------------- --------------- ----------------- ---------------- Income (loss) from operations 60,975 (111,707) (136,866) (18,361) Interest and dividend income 6,065 8,316 4,997 918 Interest expense (4,617) (1,793) (2,290) (47) Other income (expense) 27,359 - 42,383 - ----------------- -------------- ----------------- --------------- Total other income (expense) 28,807 6,523 45,090 871 Net income (loss) before income taxes 89,782 (105,184) (91,776) (17,490) ----------------- --------------- ------------------ ----------------- Income tax expense (benefit) 62,140 14,221 (40,512) (5,580) ----------------- --------------- ------------------ ----------------- Net income (loss) $ 27,642 $ (119,405) $ (51,264) $ (11,910) ================= ================ ================== ================= Earnings per weighted average shares outstanding $ 0.01 (0.07) (0.02) (0.00) Weighted shares outstanding to calculate earnings per share 2,891,758 1,835,897 2,950,000 2,800,000
See notes to financial statements. 4 PRIME RESOURCE, INC. AND SUBSIDIARIES (Formerly Prime Resource, LLC and Subsidiaries) CONSOLIDATED STATEMENTS OF MEMBERS' AND STOCKHOLDERS' EQUITY (Unaudited) January 1, 2002 to September 30, 2003
Members' Common Stock Paid-in Retained Equity Shares Amount Capital Deficit -------------- ----------- ----------- ----------- ------------ Balance, January 1, 2002 $ 220,338 - $ - $ - $ - Net loss through date of incorporation (April 4, 2002) (135,575) - - - - Member contribution 113,000 - - - - Reorganization from LLC to corporation (April 4, 2002) (197,763) 2,800,000 - 197,763 - Net loss from April 4, 2002 through December 31, 2002 __-__ __-__ __-__ __-__ (7,700) -------------- ----------- ----------- ----------- ------------ Balance, December 31, 2002 - 2,800,000 - 197,763 (7,700) Shares issued in IPO - 150,000 750,000 - - Net income -__ __-__ __-__ __-__ 27,642 -------------- ----------- ----------- ----------- ----------- Balance, September 30, 2003 $ -__ 2,950,000 $ 750,000 $ 197,763 $ 19,942 ============== ========== ============ ============ ============
See notes to financial statements. 5 PRIME RESOURCE, INC. AND SUBSIDIARIES (Formerly Prime Resource, LLC and Subsidiaries) CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Nine Months Ended September 30, 2003 and 2002
2003 2002 ----------------- ------------------ OPERATING ACTIVITIES Net Income (loss) $ 27,642 $ (119,405) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation 50,311 33,694 Noncash compensation - 115,805 Loss on disposal of assets - 297 Interest expense on borrowings from member - 1,735 Interest income on loans to related parties - (6,217) Offering costs 40,336 - Write-off of notes receivable from related parties 5,768 - Change in deferred taxes 51,644 3,821 Changes in operating assets and liabilities Accounts receivable (152,156) (44,704) Other assets (25,050) (4,588) Accounts payable (47,662) 70,358 Accrued expenses (18,664) (76,086) ---------------- --------------- NET CASH USED IN OPERATING ACTIVITIES (67,831) (25,290) INVESTING ACTIVITIES Purchase of property and equipment (17,438) (54,123) Loans to related parties - (5,500) Principal payments on related party notes receivable - 146,647 Proceeds from sale of investment - 51,140 ---------------- --------------- NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES (17,438) 138,164 FINANCING ACTIVITIES Bank borrowings - 50,000 Proceeds from notes payable to related parties - 53,647 Payments on notes payable to related parties (2,931) - Stock issuance 709,664 - Member buy-out - (100,000) ---------------- ---------------- NET CASH PROVIDED BY FINANCING ACTIVITIES 706,733 3,647 INCREASE (DECREASE) IN CASH 621,464 116,521 Cash and cash equivalents, beginning of period 84,735 32,102 --------------- --------------- Cash and cash equivalents, end of period $ 706,199 $ 148,623 =============== =============== Additional required disclosures: Interest paid in cash $ 2,327 $ -
See notes to financial statements. 6 PRIME RESOURCE, INC. AND SUBSIDIARIES (Formerly Prime Resource, LLC and Subsidiaries) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Three Months Ended September 30, 2003 and 2002 (1) INTERIM FINANCIAL STATEMENT POLICIES AND DISCLOSURES The unaudited, consolidated, condensed financial statements of Prime Resource, Inc. and Subsidiaries (the Company) included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally required in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. These consolidated, condensed financial statements reflect all adjustments that, in the opinion of management, are necessary to present a fair statement of the results of operations for the interim periods presented. All of the adjustments that have been made in these consolidated, condensed financial statements are of a normal recurring nature. It is suggested that these condensed financial statements be read in conjunction with the financial statements and the notes thereto included in the Company's latest Annual Report. (2) INITIAL PUBLIC OFFERING The Company commenced an initial public offering of its shares on April 16, 2003, when its registration became effective. The Company raised $750,000 through the sale of 150,000 shares. 7 Item 2. Management's Discussion and Analysis of Financial Condition or Plan of Operation Forward-Looking Information Certain statements in this Section and elsewhere in this report are forward-looking in nature and relate to trends and events that may affect the Company's future financial position and operating results. Such statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The terms "expect,""anticipate,""intend," and "project" and similar words or expressions are intended to identify forward-looking statements. These statements speak only as of the date of this report. The statements are based on current expectations, are inherently uncertain, are subject to risks, and should be viewed with caution. Actual results from experience may differ materially from the forward-looking statements as a result of many factors, including changes in economic conditions in the markets served by the company, increasing competition, fluctuations in prices and demand, and other unanticipated events and conditions. It is not possible to foresee or identify all such factors. The company makes no commitment to update any forward-looking statement or to disclose any facts, events, or circumstances after the date hereof that may affect the accuracy of any forward-looking statement. Plan of Operation Prime Resource, Inc. ("Prime") is a Utah Corporation which was organized and filed of record on March 29, 2002 as a successor entity to Prime, LLC, (a limited liability company). Prime is an integrated business entity that conducts all of its actual business activities through its wholly owned subsidiaries: Belsen Getty, LLC ("Belsen Getty"), Fringe Benefit Analysts, LLC ("Fringe") and Prime Retirement Services, LLC, ("Prime Retirement"). Unless otherwise specifically described in this report, the reference to Prime shall collectively mean both Prime and its three operating subsidiaries. The principal business activity of Prime has been, and will continue to be, providing insurance and related insurance products principally in the health, life, dental and disability areas, as well as implementing and managing various employee related benefit programs and plans such as 401(k) retirement accounts. The insurance activities of Prime are primarily conducted through Fringe. Belsen Getty supplies collateral services related primarily to formation and funding of pension and investment management programs, and retirement planning and general business consulting. Management intends to attempt to grow the company primarily through the acquisition of other insurance providers into the Fringe Benefit entity. Concurrently, Belsen Getty is attempting to expand its financial and business consulting and pension planning services principally by creating a more extensive investment advisory role and aggressive marketing. Prime Retirement is attempting to focus upon retirement plan formation and management and related software development. 8 The company completed an initial public offering of its shares on June 16, 2003 in which it raised $750,000 in gross proceeds and $709,664 in net proceeds. It intends to employ these funds for acquisitions to grow its core insurance services and products as generally discussed above. A more detailed description of the use of proceeds is contained in the prospectus for the completed public offering. Any person wishing to obtain a copy of that prospectus material, including the use of proceeds outline, may obtain a copy online at the Securities and Exchange Commission ("SEC") website at www.sec.gov\edgar. Alternatively, a copy of the prospectus will be made available to any shareholder, or other interested party, upon request to the company at its principal address at 1245 East Brickyard Road, Suite 590, Salt Lake City, UT 84106. To date, the company has expended only a minimal portion of offering proceeds which is reported under Item 5 of this report pursuant to SEC Rule 463. It is intended that most of the offering proceeds will be used for acquiring other insurance providers in an effort to grow our business. The company's long term growth and potential to realize profits is substantially dependent upon the ability of management of the company to successfully employ the proceeds of the recent public offering in a manner which will generate additional revenues and potential net income to Prime. No assurance or warranty of the success of Prime can be made or implied at this time. The proceeds of the offering have just recently been received and have not been significantly employed in any manner. See Part II, Item 5.5. As may be noted from the foregoing financial statements, the company experienced a net loss of $119,405 for the nine months ended September 30, 2002. In the first three quarters of 2003 the company realized a small net profit of $27,642 primarily due to increased insurance revenues; and, to a lesser extent, increases in revenues for the financial advisory and consulting services of Belsen Getty. In the current quarter we had net loss of $51,264 on gross revenues of $736,527. We attribute this growth primarily to aggressive marketing of our services and products to new clients. Each person reviewing this report should understand that the company has not had historical profits and that the first three quarters of 2003 evidence the first profit realized by the company since inception. The failure of the company to have historical profits should be considered as a potential risk factor to any person acquiring securities of the company in that it does not have a proven or sustained profit history. At present, the outstanding current liabilities of the company are presently $255,147 as of September 30, 2003. The company has retained earnings from its inception as a corporate entity to September 30, 2003 of $19,942. 9 Products and Markets As generally described above, the revenue sources to Prime are primarily divided into three categories. The first being the sale of a broad line of insurance products and services through Fringe with a primary emphasis on group health, disability and life policies. The insurance activities of Prime are primarily offered within eleven western United States. Prime acts as a general agent through Fringe for various companies in supplying the insurance policies and services. However, four companies account, collectively, for most of the policies provided. These four principal suppliers of policies to Prime are Altius Insurance, (previously Pacific Health Care); United Health Care; Intermountain Health Care and Regence Blue Cross. Commissions for the placement of these products range from approximately 2-20%. Fringe also has what it believes to be a unique program related to its insurance activities in which it consolidates services and reduces costs of administrative functions for various insurance, pension, and regulatory programs such as COBRA, HIPAA and State continuation plans and other insurance related plans that require ongoing filing and consulting/management services. Fringe believes it has been successful in growing its business through supplying these services, at no additional cost to the insurance policy client. The company believes it has been successful in maintaining a profit while providing these services without additional cost by obtaining discounts from its service providers and earning additional commissions on insurance products. This program is generally called the "Advantage Program". Belsen Getty supplies investment advisory and pension management services to various clients of Prime. Most, but not all, of these clients are referred by Fringe incident to completion of insurance funded products sold to various individuals and entities which then require pension fund management. The compensation for these valuable services is derived on a fee basis. The fees range from 40 basis points to 125 basis points per year depending upon the size of the portfolio or program managed. There are no commissions paid on investment products and the assets are held by third party custodians, such as various brokerage firms. It is anticipated that the Belsen Getty portion of the business will grow concurrently with the growth of the Fringe business, but for the foreseeable future will generate revenues substantially less than the Fringe component of the business. At present, Fringe Benefit has approximately 1,979 customers and Belsen Getty has 353 as of September 30, 2003. Prime Retirement intends to engage in the early stage development or acquisition of software to assist in retirement plan formation and marketing. It is hoped this software can be employed by Prime Retirement and independently marketed, but no results of its feasibility or marketability are presently available. 10 Liquidity and Sources of Capital As previously noted, the parent entity, Prime Resource, Inc., completed a public offering as of April 16, 2003 resulting in net proceeds to the company of $709,664. It is believed and anticipated that these proceeds will be sufficient to implement the general growth plan of the company, as generally described above, and which includes primarily acquisition of other insurance companies or insurance lines of business, as well as the recruitment and training of insurance agents with existing books of business and clients. No warranty or assurance of the success of this proposed plan of operation can be made, but it is believed that there is sufficient existing capital in the company to implement this plan from the proceeds of the offering. Prime is presently in a position where it believes that its general revenues can sustain other business operations, including salaries, rent, utilities and other overhead costs, without the employment of offering proceeds for those general operating purposes. The company has no present plans for any additional offering of its securities or other capital formation activities for the foreseeable future. Further, the company does not significantly rely on lines of credit or other bank loans for its present operations and has total outstanding debt obligations, as of September 30, 2003, of approximately $118,720. It is not contemplated that any significant offering proceeds will be used to develop Prime Retirement LLC. Controls and Procedures (a) Prime maintains controls and procedures designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Based upon their evaluation of those controls and procedures performed within 90 days of the filing date of this report, the chief executive officer and the principal financial officer of the Company concluded that the Company's disclosure controls and procedures were adequate for its present activities. The Company knows of no fraudulent activities within the Company or any material accounting irregularities. (b) Changes in internal controls. The Company made no significant changes in its internal controls since completing its public offering. The company is presently seeking a listing of its stock on the National Association of Securities Dealers ("NASD") sponsored Electronic Bulletin Board, but does not view such listing as requiring a change in its accounting or auditing practices at the present time. The Company is presently experiencing unanticipated delays in obtaining this listing which is presently preventing its shares from trading publicly. 11 (c) Should the company subsequently seek a listing on an exchange or any established NASD listing, such as the NASDAQ small cap markets, it is aware that other accounting/auditing standards may be required. (d) The company is aware of the general standards and requirements of the recent Sarbanes-Oxley Act of 2002 and has implemented procedures and rules to comply so far as applicable, such as a prohibition on company loans to management and affiliates. Part II - Other Information Item 5. Other Matters (1) Public Offering & Use of Proceeds. As generally noted above, Prime completed its initial public offering of 150,000 shares to 17 new shareholders as of June 16, 2003. Pursuant to SEC Rule 463, the use or employment of the proceeds are periodically disclosed as part of this report. We have elected to set-out such information in a tabular format: 1. Offering Effective Date 4/16/2003 2. Offering Closed $750,000 $709,664 6/16/2003 Gross Proceeds Net Proceeds 3. Costs of offering including $40,336 legal, accounting, filing fees, consulting and miscellaneous (No commissions were paid) 4. No direct payments were made to any 0 0 officer, director or affiliated person. The offering was a self-underwriting with no commissions. 5. Of the net proceeds, the following principal expenditures have been made to the date of this Report: (i) Software development $ 1,400 (ii) Client relations $ 7,500 (iii) Equipment $ 8,000 (iv) Service personnel $ 8,275 (v) General & administrative expense $ 9,275 --------- Total $ 34,900 ========= 12 (2) Auditors. Child, Sullivan & Company of Kaysville, Utah will continue, subject to Board discretion, as the Company's new independent auditors. The auditors were appointed in August, 2003. The company has no differences of opinion with its prior or current auditors. (3) Trading. The company presently does not have any active trading market and, as of the date of this report, is engaged in attempting to complete, through a Salt Lake City brokerage firm, a filing for NASD listing on the Electronic Bulletin Board. The Electronic Bulletin Board is essentially an informal trading mechanism managed by the National Association of Securities Dealers, but does not constitute a regular NASDAQ exchange or listing, but is essentially an electronic intra-dealer quotation system for small public companies not meeting the requirements for regular NASDAQ listing. The company cannot presently give any warranty or assurance that it will be successful in completing such listing, but is presently actively engaged through a designated broker/dealer in attempting to obtain this listing and will, subsequently, report the completion of any listing requirements as an 8-K filing. 13 18 Item 6. Exhibits and Reports on Form 8-K (a) Exhibits 99.1 Certification under Section 302 of the Sarbanes-Oxley Act of 2002 99.1 Certification under Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. SECTION 1350) (b) Reports on Form 8-K No reports on Form 8-K were filed during the reporting period. 14 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: December 4, 2003 By: /s/ Terry M. Deru --------------------- Mr. Terry M. Deru President, Director Date: December 4, 2003 By: /s/ Andrew W. Limpert ------------------------ Mr. Andrew W. Limpert Director, Treasurer/CFO 15 CERTIFICATION-302 I, Terry M. Deru, President and Director of Prime Resource, Inc certify that: (1) I have reviewed this quarterly report on Form 10-QSB of Prime Resource, Inc; (2) Based on my knowledge, this quarterly 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 quarterly report; (3) Based on my knowledge, the financial statements, and other financial information included in this quarterly report fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; (4) The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: (a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; (b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date'); and (c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; (5) The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): (a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; 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; and (6) The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. DATE: December 4, 2003 /s/ Terry M. Deru ---------------------------------- Mr. Terry M. Deru President 16 CERTIFICATION-302 I, Andrew W. Limpert, Chief Financial Officer and Director of Prime Resource, Inc certify that: (1) I have reviewed this quarterly report on Form 10-QSB of Prime Resource, Inc; (2) Based on my knowledge, this quarterly 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 quarterly report; (3) Based on my knowledge, the financial statements, and other financial information included in this quarterly report fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; (4) The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: (a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; (b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date'); and (c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; (5) The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): (a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; 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; and (6) The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. DATE: December 4, 2003 /s/ Andrew W. Limpert ---------------------------------- Mr. Andrew W. Limpert Chief Financial Officer 17 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 Quarterly Report of Prime Resource, Inc. (the "Company") on Form 10-QSB for the period ending September 30, 2003, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), we, Mr. Terry Deru, President and Chief Executive Officer and Mr. Andrew Limpert, Chief Financial Officer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of our knowledge and belief: (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 the Company. Date: December 4, 2003 /s/ Terry M. Deru Mr. Terry M. Deru President, Director Date: December 4, 2003 /s/ Andrew W. Limpert Mr. Andrew W. Limpert CFO, Director --------------------------------------- A signed original of this written statement required by Section 906 or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form with the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. 18