UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE PERIOD ENDED March 31, 2004
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)
Securities registered pursuant to Section 12(b) of
the Act:
None
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant has
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. [X] Yes [] No
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: 2,934,000 shares issued and outstanding as of May 10, 2004, No Par
Value. Authorized - 50,000,000 common voting shares.
1
INDEX
Prime Resource, Inc.
For The Quarter Ending March 31, 2004
Part I. Financial Information
Item 1. Financial Statements
Condensed Consolidated Balance Sheet - March 31, 2004 (Unaudited)
Condensed Consolidated Statements of Operations (Unaudited) - For the
three months ended March 31,2004 and for the three months ended March
31, 2003.
Condensed Consolidated Statements of Cash Flows (Unaudited) - For the
three months ended March 31, 2004, and for the three months ended
March 31, 2003.
Notes to Condensed Consolidated Financial Statements (Unaudited) -
March 31, 2004.
Item 2. Management's Discussion and Analysis o 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 RESOURCES, INC.
(Formerly Prime Resources, LLC and Subsidiaries)
Consolidated Balance Sheet (Unaudited)
March 31,
---------------------
ASSETS 2004
---------------------
Current assets:
Cash $ 499,583
Accounts receivable 370,757
Interest receivable 8,333
Write-off of notes receivable from related parties 308,453
Income taxes receivable 9,539
Other current assets 12,794
---------------------
Total current assets 1,209,459
Leasehold improvements and equipment, net of accumulated
depreciation and amortization of $126,246 139,414
Notes receivable 40,000
Deferred tax assets 37,034
Other assets 13,104
---------------------
Total assets $ 1,439,011
=====================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 57,787
Accrued compensation, commissions and benefits 317,090
Notes payable, current portion 45,657
Deferred tax liabilities 17,046
---------------------
Total Current Liabilities 437,580
Notes payable, net of current portion 12,222
Commitments and contingencies -
STOCKHOLDERS' EQUITY
Common stock, no par value, 50,000,000 authorized
shares; 2,934,000 shares issued and outstanding 907,427
Treasury Stock (77,755)
Retained earnings 159,537
---------------------
Total stockholders' equity 989,209
---------------------
Total liabilities and stockholders' equity $ 1,439,011
=====================
3
PRIME RESOURCES, INC
(Formerly Prime Resources, LLC and Subsidiaries)
Consolidated Statements of Operations (Unaudited)
For the Three Months
Ended March 31,
2004 2003
--------------------- ---------------------
Revenues
Commissions $ 1,124,560 $ 819,946
Investment and business advisory fees 151,186 86,385
Write-off of notes receivable from related parties 3,804 260
--------------------- ---------------------
1,279,550 906,591
Expenses
Commissions 716,616 247,463
Compensation and benefits 320,453 278,764
General and administrative 120,329 118,102
Occupancy expense 29,318 29,370
Depreciation expense 11,990 11,388
Interest expense 928 1,022
--------------------- ---------------------
1,199,634 686,109
--------------------- ---------------------
Net operating income 79,916 220,482
--------------------- ---------------------
Gains and losses
Unrealized gains on trading securities 2,802 -
Other gains (losses) - (10,328)
--------------------- ---------------------
Net gains(losses) 2,802 (10,328)
--------------------- ---------------------
Net income (loss) before income taxes (benefits) 82,718 210,154
Income tax expense (benefit) 17,332 83,695
--------------------- ---------------------
NET INCOME (LOSS) $ 65,386 $ 126,459
===================== =====================
Weighted average shares outstanding 2,934,000 2,800,000
Basic and fully diluted net income (loss) per share $ 0.02 $ 0.05
4
Prime Resources, Inc.
(Formerly Prime Resources, LLC and Subsidiaries)
Consolidated Statements of Stockholders' Equity (Unaudited)
Additional Retained
Common Stock Paid-in Treasury Earnings
Shares Amount Capital Stock (Deficit) Total
------------- ------------- ------------ ----------- ------------ -----------
Balance at December 31, 2002 2,800,000 $ - $ 197,763 $ - $ (7,700) $ 190,063
Net proceeds from common
stock offering 150,000 - 709,664 - 709,664
Treasury stock (16,000) - - (77,755) - (77,755)
Net income - - - - 101,851 101,851
------------- ------------- ------------ ----------- ------------ -----------
Balance at December 31, 2003 2,934,000 - 907,427 (77,755) 94,151 923,823
Net income - - - - 65,386 65,386
------------- ------------- ------------ ----------- ------------ -----------
Balance at March 31, 2004 2,934,000 - $ 907,427 $ (77,755) $ 159,537 $ 989,209
============= ============= ============ =========== ============ ===========
5
Prime Resources, Inc. and Subsidiaries
(Formerly Prime Resources, LLC and Subsidiaries
Consolidated Statements of Cash Flows (Unaudited)
March 31,
2004 2003
------------------ ------------------
Cash Flows From Operating Activities:
Net income $ 65,386 $ 126,459
Adjustments to reconcile net income to net cash
provided (used) by operating activities:
Depreciation and amortization 11,990 11,388
Write-off of notes receivable from related parties - 5,728
Unrealized gains on trading securities (2,802) -
Changes in assets and liabilities:
Accounts receivable (28,814) (236,992)
Interest receivable (1,000) -
Other assets (2,794) 335
Deferred tax assets 24,814 3,609
Accounts payable 49,463 (61,054)
Accrued compensation 35,533 107,930
Deferred tax liabilities (7,482) -
------------------ ------------------
Net cash provided (used) by operating activities 144,294 (42,597)
Cash Flows From Investing Activities:
Purchase of trading securities (27,851) -
Purchases of equipment (16,437) (5,466)
Proceeds from sales of trading securities 3,376 -
------------------ ------------------
Net cash used in investing activities (40,912) (5,466)
Cash Flows From Financing Activities:
Payments on notes payable (3,202) -
------------------ ------------------
Net cash used in financing activities (3,202) -
------------------ ------------------
Net increase in cash and cash equivalents 100,180 (48,063)
Cash and cash equivalents at beginning of period 399,403 84,735
------------------ ------------------
Cash and cash equivalents at end of period $ 499,583 $ 36,672
================== ==================
Supplemental Cash Flow Information:
Cash paid for interest $ 928 $ 1,022
Cash paid for taxes $ - $ -
6
PRIME RESOURCE, INC. AND SUBSIDIARIES
(Formerly Prime Resource, LLC and Subsidiaries)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2004
(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 herein 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. The Company makes estimates in the fair value of
certain investments in its investment portfolio. Changes to those estimates
could be material to the Company's consolidated financial statements.
It is suggested that these condensed consolidated financial statements be read
in conjunction with the financial statements and the notes thereto included in
the Company's latest Annual Report.
7
Item 2. Management's Discussion and Analysis o 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") and Fringe Benefit Analysts, LLC ("FBA").
Prime Retirement Services, LLC, ("Prime Retirement") has recently been organized
to assume some of the core businesses or similar services of Prime, but has not
been fully organized or integrated to date. 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 for
the foreseeable future, providing insurance and related products principally in
the health, life, dental and disability areas, as well as implementing and
managing various employee related programs and plans, such as 401(k) retirement
accounts.
The insurance activities of Prime are primarily conducted through FBA. Belsen
Getty supplies collateral services related primarily to formation and funding of
pension and investment management programs, as well as retirement planning and
general business and financial consulting. Belsen Getty is a licensed investment
advisory firm. Prime Retirement is a start-up consulting entity, which has not
commenced operations.
The sector breakdown of revenues and profits by these three entities for
comparative quarters is generally summarized below:
8
FBA:
1st Quarter 2004 Gross Revenues $ 1,132,060
Net Profit $ 194,764
1st Quarter 2003 Gross Revenues $ 803,929
Net Profit $ 345,188
Belsen Getty:
1st Quarter2004 Gross Revenues $ 143,686
Net Loss $ (56,808)
1st Quarter 2003 Gross Revenues $ 102,402
Net Loss $ (69,386)
Prime Resource, Inc.:
1st Quarter 2004 Gross Revenues $ 0
Net Loss $ (72,570)
1st Quarter 2003 Gross Revenues $ 0
Net Loss $ (149,343)
Prime Retirement Services: No operations to date.
Management intends to grow the Company primarily through the acquisition of
other insurance providers into the FBA entity and developing new client
relationships. 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. Prime Retirement is attempting to
research various related business activities, but has not commenced operations.
FBA is also currently negotiating potential marketing plans to expand its
"Advantage Program" whereby it provides plan administration services along with
selling insurance products. Additionally, FBA is allowing access to the Programs
for competitors for a negotiated percentage of their gross revenues
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 the majority of these funds for acquisitions to grow its core
insurance services and products as generally discussed above. A more detailed
description of the anticipated 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.
9
To date, the Company has expended approximately $150,000 of offering proceeds
and has approximately $559,664 remaining, which is reported under Item 5 of this
report pursuant to SEC Rule 463. It is intended that most of the offering
proceeds are yet to be employed 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 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.
As may be noted from the foregoing financial statements, the Company experienced
a profit of $101,851 in calendar year 2003. In the first quarter of 2004, the
Company realized a small after- tax net profit of $65,386 compared to $126,459
in the comparable period of 2003.
In the current quarter we had net profits of $65,386 on gross revenues of
$1,279,550. We attribute this revenue growth primarily to the increased
marketing of our services and products to new clients and the expanded operation
of our "Advantage Program". Also, Prime has increased its client base and
commissions. Profits decreased because of increased expenditures for one- time
costs of computer equipment and national memberships, as well as increased
ongoing employee costs for additional personnel. The Company also had a
substantial increase in commission expenses. Each person reviewing this report
should understand that the Company has not had historical profits and that the
year ending 2003 evidences the first annual 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.
Prime, including all subsidiaries, has 18 full-time employees, 1 part-time
employee and 42 affiliated insurance or other agents.
At present, the outstanding current liabilities of the Company are presently
$437,580 as of March 31, 2004. The Company has accumulated retained earnings
from its inception as a corporate entity to March 31, 2004 of $159,537.
Products and Markets
As generally described above, the revenue sources to Prime are primarily divided
into two categories: first, the sale of a broad line of insurance products and
services through FBA with a primary emphasis on group health, disability, dental
and life policies; second, the related investment and planning services of
Belsen Getty.
The insurance activities of Prime are primarily offered within the eleven
western United States. Prime acts as a general agent through FBA for various
companies in supplying the insurance policies and services. However, four
companies account, collectively, for almost all 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%.
10
The Company currently has, as of March 31, 2004, approximately 401 customers who
are receiving ongoing insurance coverage and related services from FBA. FBA also
has what it believes to be a unique program related to its insurance activities
in which it acts as a plan developer and administration conduit various
insurance programs such as COBRA, HIPAA and State continuation plans and other
insurance related plans that require ongoing filing and consulting/management
services. These services have previously been described as the "Advantage
Program". FBA believes it has been successful in growing its business through
supplying the advantage 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 by obtaining discounts from its administrative
providers.
Belsen Getty supplies investment advisory and pension management services to
various clients of Prime. Some, but not all, of these clients are referred by
FBA 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 are derived on a fee basis. The fees
range from 25 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 FBA business, but for the
foreseeable future will generate revenues substantially less than the FBA
component of the business. As of March 31, 2004, FBA has approximately 401
customers and Belsen Getty has 576 clients.
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 acquisition of other insurance brokers, as well as the
recruitment and training of insurance agents with existing books of business and
clients and insurance marketing. 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 March 31, 2004, of approximately $57,879, with a net worth of
approximately $989,209. It is not contemplated that any significant offering
proceeds will be used to develop Prime Retirement LLC.
11
Controls and Procedures
(a) Prime maintains controls and procedure 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. The Company does not have an independent
audit committee and does not believe it is required to have any audit
committee at this time.
(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 now believes it has resolved, in principle, various concerns
of the NASD and should in the near future receive a trading symbol and
be cleared for trading on the Electronic Bulletin Board.
(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, such as the possible
establishment of an independent audit committee, 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.
12
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 Same
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.
Of the net proceeds, the following principal
expenditures have been made during this
Quarter:
(i) Software/computer upgrades $ 14,528.82
(ii) Database work $ 10,000.00
(iii) Legal-NASD listing $ 622.50
(iv) Accounting-primarily NASD listing $ 15,000.00
(v) Office equipment $ 14,033.73
(vi) Marketing $ 6,597.15
(vii) New Employees $ 6,780.93
(viii) New Marketing Coordinator $ 3,749.10
--------------
$ 71,312.23
==============
Prior Offering Proceeds Expenditures $ 78,688.00
(Previously Reported)
Remaining Net Proceeds $ 559,664.00
13
(2) Auditors. Child Sullivan & Co 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
has just recently reached an agreement in principle with the NASD, which will
allow it to obtain a symbol and be in a position to commence trading on the
Electronic Bulletin Board. No assurance or warranty can be given that a viable
trading market will develop.
(4) Annual Meeting. The Company is planning on holding an annual meeting of
shareholders on June 5, 2004. Along with this report, you will receive separate
proxy materials and information related to that meeting.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
31.1 Certification under Section 302 of the Sarbanes Oxley Act of 2002
32.1 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.
(c) Other Exhibits-None
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: May 13, 2004 By: /s/ Terry M. Deru
----------------------------------
Mr. Terry M. Deru President,
Director
Date: May 13, 2004 By: /s/ Andrew W. Limpert
----------------------------------
Mr. Andrew W. Limpert
Director, Treasurer/CFO
15
Exhibit 31.1
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: May 13, 2004
/s/ Terry M. Deru
----------------------------------
Mr. Terry M. Deru President
16
Exhibit 32.1
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: May 13, 2004
/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 March 31, 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 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 bet 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: May 13, 2004
/s/ Terry M. Deru
----------------------------------
Mr. Terry M. Deru President,
Director
Date: May 13, 2004
/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