UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-QSB/A
                                (Amendment No. 1)
                                   (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, 2005

                                       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

Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 126-2 of the Exchange Act). []Yes [X] 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 March 31, 2005, No
Par Value. Authorized -50,000,000 common voting shares.


                                       1




                                      INDEX

                              Prime Resource, Inc.
                      For The Quarter Ending March 31, 2005

Part I.  Financial Information

Item 1.  Financial Statements

         Consolidated Balance Sheet -March 31, 2005 (Unaudited) .

         Consolidated Statements of Operations (Unaudited) -For
         the three months ended March 31, 2005, and for the three
         months ended March 31, 2004; .

         Consolidated Statements of Shareholders' Equity
         (Unaudited) as of March 31, 2005 and December 31, 2004.

         Consolidated Statements of Cash Flows (Unaudited) -For
         the three months ended March 31, 2005, and for the three
         months ended March 31, 2004.

         Notes to Condensed Financial Statements (Unaudited) -March 31, 2005

Item 2. Management's  Discussion and Analysis of Financial  Condition or Plan of
         Operation.

Item 3.  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
                     Consolidated Balance Sheet (Unaudited)
                                 March 31, 2005
                               (Restated - note 4)

ASSETS



Current assets:
                                                                                  
Cash                                                                   $         841,524
Accounts receivable                                                              472,147
Interest receivable                                                               12,333
Deferred tax assets                                                                9,205
Investments in trading securities                                                 19,160
                                                                       -----------------
Total current assets                                                           1,354,369

Property and equipment, net                                                      165,977
Notes receivable                                                                  40,000
Deferred tax assets                                                               37,233
Investments in non-trading securities                                             60,000
Other assets                                                                       9,001
                                                                       -----------------

Total assets                                                           $       1,666,580
                                                                       =================

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Accounts payable                                                       $          49,340
Income taxes payable                                                              17,827
Accrued compensation, commissions and benefits                                   461,034
Notes payable, current portion                                                    34,572
                                                                       -----------------
Total current liabilities                                                        562,773

Notes payable, net of current portion                                             39,382

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                                                                  (79,013)
Retained earnings                                                                236,011
                                                                       -----------------
Total stockholders' equity                                                     1,064,425
                                                                       -----------------

Total liabilities and stockholders' equity                             $       1,666,580
                                                                       =================


                       See notes to financial statements.
                                       3



                      Prime Resource, Inc. and Subsidiaries
                Consolidated Statements of Operations (Unaudited)



                                                                    For the Three Months
                                                                       Ended March 31,
                                                                 2005                 2004
                                                          -----------------      ----------------
                                                         (Restated - note 4)
Revenues
                                                                                        
Commissions                                               $       1,450,591      $      1,124,560
Investment and business advisory fees                               149,178               151,186
Interest and dividends                                                5,306                 3,804
                                                          -----------------      ----------------
                                                                  1,605,075             1,279,550

Expenses

Commissions                                                       1,067,339               716,616
Compensation and benefits                                           349,103               320,453
General and administrative                                          122,999               120,329
Occupancy expense                                                    10,023                29,318
Depreciation expense                                                 37,138                11,990
Interest expense                                                      1,319                   928
                                                          -----------------      ----------------
                                                                  1,587,921             1,199,634
                                                          -----------------      ----------------

Net operating income                                                 17,154                79,916

Gains and (losses)

Realized gains on trading securities                                  1,051                     -
Unrealized gain/loss on trading securities                         (3,135)                  2,802
                                                          -----------------      ----------------
Net gains and (losses)                                             (2,084)                  2,802
                                                          -----------------      ----------------

Net income before income taxes (benefits)                            15,070                82,718

Income tax expense (benefit)                                          4,322                17,332
                                                          -----------------      ----------------

NET INCOME                                                $          10,748     $          65,386
                                                          =================     =================

Weighted average shares outstanding                               2,934,000             2,934,000

Basic and fully diluted net income per share                          $0.00                 $0.02


                       See notes to financial statemetns.
                                       4






                      Prime Resource, Inc. and Subsidiaries
           Consolidated Statements of Stockholders' Equity (Unaudited)




                                            Common                       Treasury      Retained
                                    Shares           Amount               Stock         Earnings              Total
                               -------------     -------------     ------------     -------------    --------------
                                                                                      
Balance at December 31, 2003       2,934,000     $     907,427     $    (77,755)    $      94,151    $      923,823

           Net income                      -                 -                -           131,112           131,112
                               -------------     -------------     ------------     -------------    --------------

Balance at December 31, 2004       2,934,000           907,427          (77,755)          225,263         1,054,935

          Treasury stock                   -                 -           (1,258)                -            (1,258)

          Net income                       -                 -                -            10,748            10,748
                               -------------     -------------     ------------     -------------    --------------

Balance at March 31, 2005          2,934,000     $     907,427     $    (79,013)    $     236,011    $    1,064,425
(Restated - note 4)                                                                                                
                               =============     =============     ============     =============    ==============



                       See notes to financial statements.
                                       5





                      Prime Resource, Inc. and Subsidiaries
                Consolidated Statements of Cash Flows (Unaudited)



                                                                                  Three Months Ended
                                                                          March 31,              March 31,
                                                                            2005                   2004
                                                                       --------------        ---------------
                                                                     (Restated - note 4)
Cash Flows From Operating Activities:
                                                                                                   
Net income                                                             $       10,748        $        65,386
    Adjustments to reconcile net income to net cash
     provided by operating activities:
              Depreciation and amortization                                    37,138                 11,990
              Unrealized gains/losses on trading securities                     3,135                (2,802)
              Realized gains on trading securities                            (1,051)                      -
    Changes in assets and liabilities:
              Accounts receivable                                            (37,933)               (28,814)
              Income taxes receivable                                           9,770                      -
              Interest receivable                                             (1,000)                (1,000)
              Other assets                                                      4,103                (2,794)
              Deferred tax assets                                             (9,205)                 24,814
              Accounts payable                                                  8,649                 49,463
              Income taxes payable                                             17,827                      -
              Accrued compensation                                             74,705                 35,533
              Deferred tax liabilities                                        (9,018)                (7,482)
                                                                       --------------        ---------------
 Net cash provided by operating activities                                    107,868                144,294

Cash Flows From Investing Activities:
   Purchase of trading securities                                            (50,606)               (27,851)
   Purchase of equipment                                                     (40,212)               (16,437)
   Proceeds from sales of trading securities                                    2,566                  3,376
                                                                       --------------        ---------------
 Net cash used in investing activities                                       (88,252)               (40,912)

Cash Flows From Financing Activities:
   Payments on notes payable                                                  (4,238)                (3,202)
   Purchase of treasury stock                                                 (1,258)                      -
                                                                                                            
 Net cash used in financing activities                                        (5,496)                (3,202)
                                                                       --------------        ---------------

Net increase in cash and cash equivalents                                      14,120                100,180
Cash and cash equivalents at beginning of period                              827,404                399,403
                                                                       --------------        ---------------
Cash and cash equivalents at end of period                             $      841,524        $       499,583
                                                                       ==============        ===============
Supplemental Cash Flow Information:
 Cash paid for interest                                                $        1,319        $           928
 Cash paid for taxes                                                                -                      -


                       See notes to financial statements.
                                       6





                      Prime Resource, Inc. and Subsidiaries
                    Notes to Financial Statements (Unaudited)
                                 March 31, 2005

1.   Presentation

The financial statements as of March 31, 2005 and 2004 and for the three months
ended March 31, 2005 and 2004, were prepared by the Company without audit
pursuant to the rules and regulations of the Securities and Exchange Commission
(SEC). Certain information and footnote disclosures normally included in
financial statements prepared in accordance with accounting principles generally
accepted in the United States of America have been condensed or omitted pursuant
to such rules and regulations. In the opinion of management, all necessary
adjustments, which consist primarily of normal recurring adjustments, which
consist primarily of normal recurring adjustments, to the financial statements
have been made to present fairly the financial position and results of
operations and cash flows. The results of operations for the respective periods
presented are not necessarily indicative of the results for the respective
complete years. The Company has previously filed with the SEC an annual report
on Form 10-KSB which included audited financial statements for the two years
ended December 31, 2004. It is suggested that the financial statements contained
in this filing be read in conjunction with the statements and notes thereto
contained in the Company's 10-KSB filing.

2. Net income per common share

Net income per common share is computed based on the weighted-average number of
common shares and, as appropriate, dilutive common stock equivalents outstanding
during the period. Stock options and warrants are considered to be common stock
equivalents.

Basic net loss per common share is the amount of net loss for the period
available to each share of common stock outstanding during the reporting period.
Diluted net loss per common share is the amount of net loss for the period
available to each share of common stock outstanding during the reporting period
and to each share that would have been outstanding assuming the issuance of
common shares for all dilutive potential common shares outstanding during the
period.

No changes in the computation of diluted earnings per share amounts are
presented since the Company currently has no dilutive common stock equivalents.

                                       7



3.  Segment Information

FBA Analysts:

     1st Quarter 2005 Gross Revenues            $  1,450,591
     Net Profits                                $    131,911

1st  Quarter 2004 Gross Revenues                $  1,124,560
     Net Profits                                $    194,764

Belsen Getty:

     1st Quarter 2005 Gross Revenues            $    149,178
     Net Loss                                   $    (35,217)
     1st Quarter 2004 Gross Revenues            $    151,186
     Net Loss                                   $   (124,967)

Prime and Other:

     1st Quarter 2005 Gross Revenues            $      5,306
     Net Loss                                   $    (85,946)
     1st Quarter 2004 Gross Revenues            $      3,804
     Net Loss                                   $     (4,411)

4.  Restatement

Subsequent to the issuance of its previous interim financial statements as of
and for the period(s) ended March 31, 2005, the Company reevaluated its
portfolio of investments and concluded that certain securities previously
classified as trading securities did not quality as such, and accordingly,
restated its statements of operations to adjust unrealized gain or loss on
trading securities. The restatement resulted in a year to date reduction in
unrealized gains on trading securities from $84,710 to losses of $3,135 and a
corresponding decrease in income tax expense from $39,460 to $4,322, resulting
in after tax decrease in net income of $52,707 from $63,455 to $10,748. The
restatement also resulted in a reduction in trading securities (at fair value)
on the balance sheet from $424,817 to $19,160, an increase in Investments in
non-trading securities (recorded at cost) of $60,000, and a reduction of
deferred tax liabilities of $139,025 from $129,820 to a deferred tax asset of
$9,205, and a reduction in retained earnings of $206,623. The restatement
resulted in a decrease of basic and fully diluted earnings per share of $.02 per
share. The financial statements for the calendar year ended December 31, 2004
were also restated for the same adjustment. Corresponding adjustments for the
fiscal year to date ending March 31, 2004 were immaterial to the March 31, 2004
interim financial statements.


                                       8



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. Forward Looking
Statements are defined within the meaning of Section 27-A of the Securities Act
of 1933 and Section 21-E of the Securities Act of 1934. 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 potentially assume some of the core businesses or similar services of Prime,
but is not operational or integrated to date. Unless otherwise specifically
described in this report, the reference to Prime shall collectively mean both
Prime and its two current operating subsidiaries.

The principal business activity of Prime has been, and will continue to be for
the foreseeable future, 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 FBA. FBA is
licensed as an insurance agency. 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 registered investment advisory firm. Prime
Retirement is a potential start-up consulting entity which has not commenced
operations.

The sector breakdown of revenues and profits by the two operating entities for
comparative quarters is generally summarized below:


                                       9



Item 2. Management's Discussion and Analysis of Financial Condition or Plan of 
        Operation (continued)

FBA Analysts:

     1st Quarter 2005 Gross Revenues              $  1,450,591
     Net Profits                                  $    131,911
     1st  Quarter 2004 Gross Revenues             $  1,124,560
     Net Profits                                  $    194,764

Belsen Getty:

     1st Quarter 2005 Gross Revenues              $    149,178
     Net Loss                                     $    (35,217)
     1st Quarter 2004 Gross Revenues              $    151,186
     Net Loss                                     $   (124,967)

Prime and Other:

     1st Quarter 2005 Gross Revenues             $       5,306
     Net Loss                                    $     (85,946)
     1st Quarter 2004 Gross Revenues             $       3,804
     Net Loss                                    $      (4,411)

Historically, management intended to attempt to grow the company primarily
through the acquisition of other insurance providers into the FBA entity and by
developing new client relationships. Concurrently, Belsen Getty attempted 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.

The company's large revenue accrual estimates tend to be fairly accurate due to
their short term nature. The actual payment is received before the end of the
reporting period thus removing questions regarding the accuracy of the
estimates.

During the first quarter of 2005 it became increasingly clear to management that
there were a paucity of suitable insurance brokerage acquisition opportunities
that would meet the criteria of materially growing the revenue base of the
company. As a result the management has made a conscious decision to shift
emphasis to explore potential merger or acquisition possibilities in unrelated
are 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
Advantage Program 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. Its
stated intention was to employ the majority of these funds for acquisitions to
grow its core insurance services and products as generally discussed above.
During the first quarter of 2005, Prime has determined that these funds may be
better employed enhancing current operations by upgrading programs, systems and
equipment with the balance reserved for funding a more broad based pursuit of
merger or acquisition possibilities. No proceeds of the offering are employed to
pay for costs of day-to-day operations.

To the date of this report, the company has expended approximately $ 392,086.33
of the offering proceeds and has approximately $ 354,855.67 remaining which is
more particularly reported under Item 5 of this report pursuant to SEC Rule 463.
The remaining offering proceeds are yet to be employed and are being reserved
for potential acquisitions and other business expansion and marketing concepts.

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, in this regard, can be made or implied at this time.


As may be noted from the foregoing financial statements, the company experienced
a profit of $ 131,112 in calendar year 2004. For the first quarter of 2005 the
company realized an after-tax net profit of $ 10,748 compared to $ 65,386 in the
comparable period of 2004.

                                       10



Item 2. Management's Discussion and Analysis of Financial Condition or Plan of 
        Operation (continued)


In the current quarter we had net profits of $ 10,748 on gross revenues of
$1,605,075. The comparable revenues for the first quarter of 2004 were
$1,279,550 revenues and $ 65,386 profits. We attribute this revenue growth
primarily to the increased marketing of our services and products to new clients
and the expanded agent recruiting due to our "Advantage Program". Also, Prime
has increased its client base and commissions. We will continue to attempt to
partner with insurance agencies that may enhance our product mix or revenue
potential and offer a symbiotic relationship. The size of the agencies that
affiliate with FBA will have an impact on profit margins. Larger agencies
receive a larger percentage of gross commissions they produce, thus lowering
FBA's margins as a percentage of gross revenues. Expenses for the period
increased in part due to the hiring of additional staff and increased payments
to staff members and affiliated agents whose compensation is somewhat tied to
revenue. Profit changes were small because Prime also had a substantial increase
in commission expenses and employee costs. Each person reviewing this report
should understand that the company has only had historical profits since 2003.
The failure of the company to have a long history of profits and determination
to seek other business activities should be considered as potential risk factors
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 19 full-time employees, 1 part-time
employee and 51 affiliated commission based insurance or other agents.

As of March 31, 2005, the outstanding current liabilities of the company were
$562,773, which is an increase of $ 80,820 over the year end of 2004.
Liabilities increased due to greater agent commissions payable, and the current
portion of notes payable. The company has accumulated retained earnings from its
inception as a corporate entity to March 31, 2005 of $236,011.

Products and Markets

As generally described above, the revenue sources to Prime are primarily divided
into two categories. FBA offers of a broad line of insurance products and
services with a primary emphasis on group health, disability, dental and life
policies. Belsen Getty offers related investment and planning services.

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 by
Prime. These four principal suppliers of policies to Prime are Altius Insurance,
United Health Care, Intermountain Health Care and Regence Blue Cross.
Commissions for the placement of these products range from approximately 2-20%.

The company currently has, as of March 31, 2005, approximately 505 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 facilitator for various human resource
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 client. The company
also believes it has been successful in maintaining a profit, while providing
these services without additional cost to the client, by obtaining discounts
from service providers who provide these ongoing management services.


                                       11


Item 2. Management's Discussion and Analysis of Financial Condition or Plan of
        Operation (continued)

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 is 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, 2005, FBA has approximately 505
customers and Belsen Getty has 520 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 was believed and anticipated that these proceeds would be
sufficient to implement the general growth plan of the company, as generally
described above, and which included acquisition of other insurance brokers, as
well as the recruitment and training of insurance agents with existing books of
business, clients, and established insurance markets. 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.

Since the first quarter of 2005 the company has decided to use the net proceeds
on an as needed basis only to enhance existing business equipment or procedures
and as may become necessary to pursue and analyze subsequent business
opportunities. As of March 31, 2005 there remained $ 354,855.67 of net proceeds.

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, 2005, of approximately $73,954, while maintaining a
net worth of approximately $ 1,064,425. It is not contemplated that any
significant offering proceeds will be used to develop Prime Retirement LLC.

Risk Factors

There is a significant new risk factor to shareholders as the company
transitions from attempting to expand its core insurance/consulting services to
potential merger and acquisition efforts with unknown entities. Any such future
reorganization would most likely result in a change of management, business, and
the relative share ownership of current shareholders.

Item 3.  Controls and Procedures

         (a) Prime's Board maintains controls and procedures designed to provide
     reasonable assurance 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 as of the end of the period covered by the report in conforming
     with SEC Item 307 of Regulation S-B, the chief executive officer and the
     principal financial officer of the Company concluded that the Company's
     disclosure controls and procedures are not effective at a reasonable
     assurance level for its present activities under the foregoing rule in
     consideration of the restatement of certain financial statements by Prime.
     The Company identified the following material weakness: 1)the lack of
     sufficient knowledge and experience among the internal accounting personnel
     regarding the application of US GAAP and SEC requirements; 2) insufficient
     written policies and procedures for accounting and financial reporting with
     respect to the current requirements and application of US GAAP and SEC
     disclosure requirements. The Company knows of no fraudulent activities
     within the Company or any material accounting irregularities. The Company
     currently does not have an independent audit committee. The Company is
     advised that an independent audit committee is not required for Electronic
     Bulletin Board Listings, but will further review the advisability and
     feasibility of establishing such a committee in the future.

                                       12



Item 3.  Controls and Procedures ( Continued)

(b)  Changes in internal controls. The Company made no further significant
     changes in its internal controls during the quarter ended March 31st, 2005.
     In October 2005 Prime was made aware of certain accounting irregularities
     pursuant to an SEC notice and comment pertaining to its earlier filed
     periodic reports for the year ending in 2004 and the first two quarters of
     2005. We now report retroactively and generally that the within report
     contains changes and restates certain financial information, as well as the
     included changes in management's discussion and analysis. In particular,
     this section pertaining to controls and procedures describes action taken
     to ensure more accurate and effective accounting controls and procedures.
     In addition to the following general discussion, these matters are more
     fully discussed in our 10-QSB/A report for the period ending September 30,
     2005. During November 2005, the Company has engaged the services of an
     outside accounting professional which has significant expertise in the
     application of US GAAP and SEC reporting requirements to advise the Company
     in the preparation of their financial statements. The Company plans to
     further implement written policy and procedures for accounting and
     financial statement preparation in accordance current and future
     requirements of SEC Item 307 of Regulation S-B and SOX 404. The Company has
     not currently estimated the cost of implementing these changes in controls
     and procedures.

(c)  Should the company subsequently seek a listing on an exchange or any full
     NASD listing, such as the NASDAQ small cap markets, it is aware that other
     accounting/auditing standards, such as the establishment of an independent
     audit committee, may be required.

(d)  The company is aware of the general standards and requirements of the
     Sarbanes-Oxley Act and has implemented procedures and rules to comply, so
     far as applicable, such as a prohibition on company loans to management and
     affiliates.

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               N/A
      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:


                                       13



(i) Software/computer upgrades                     $  2,196.92

(ii) Database work & website costs                 $  5,235.78

(iii) Legal-primarily NASD listing                 $

(iv) Working Capital                               $  7,303.98


(v) Office equipment                               $  2,562.11

(vi) Marketing                                     $  1,316.51

(vii) New Employees                                $

(viii) New Marketing Coordinator                   $

(ix) Client gifts and costs                        $
                                                   -----------
                                                   $ 18,615.30
                                                   ===========

       Prior Offering Proceeds Expenditures        $   336,193
           (Previously Reported)

       Remaining Net Proceeds                      $   354,855

         (2) Auditors. Child and Sullivan 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 trades on the Electronic Bulletin Board under
the symbol "PRRO". 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. It is, essentially, an
electronic intra-dealer quotation system for small public companies not meeting
the requirements for regular NASDAQ listing. During the first quarter of 2005
the trading range of the company's stock was as follows:

                                  Trading Range
                  High $6.20                         Low $5.00

         (4) Annual Meeting. The company held its annual meeting of shareholders
on June 5 th, 2004, wherein the nominated directors were re-elected and the
choice of independent auditors was ratified by majority shareholder vote. No
meeting date in 2005 has presently been set.

                                       14


Item 6.  Exhibits and Reports on Form 8-K

(a)      Exhibits

          31.1 and 31.2  Certifications  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

                                   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:   January 5, 2006                      By:   /s/ Terry M. Deru
                                                   Mr. Terry M. Deru
                                                   President, Director



Date:    January 5, 2006                      By:  /s/ Andrew W. Limpert
                                                   Mr. Andrew W. Limpert
                                                   Director, Treasurer/CFO



                                       15