Prime Resource, Inc.
1245 E. Brickyard Road
Suite 590
Salt Lake City, Utah 84106
801.433.2000
November 15, 2005
Jim B. Rosenberg
Senior Assistant Chief Accountant
Mail Stop 6010
Division of Corporate Finance
US Securities and Exchange Commission
100 F Street, N. E.
Washington, DC 20549
Re: Prime Resource, Inc.
Form 10-KSB for Fiscal Year Ended December 31, 2004
Forms 10-QSB for Fiscal Quarters Ended March 31, 2005 June 30,
2005 and September 30, 2005
File No. 333-88480
Sent via express mail and email
Dear Mr. Rosenberg,
We are in receipt of the Commission's fax dated November 3, 2005 regarding
additional comments to our proposed amendments of the above referenced filings.
Included with this response are the restated filings with the proposed
amendments highlighted as requested. Also, this letter and the related
disclosure documents have been submitted to our EDGAR filer to be filed under
the form type CORRESP. Additionally, we are sending this letter and the
disclosure documents to you via e- mail and express mail to your office for ease
of use. We request again that you provide input to our proposed changes before
filing the aforementioned disclosure documents as amendments. We look forward to
your prompt response.
General
1. We have inserted the letter "A" in the title of each filing to designate it
as an amended filing per your suggestion.
Form 10-KSB for the year ended December 31, 2004
Item 6. Plan of Operations, page 13
Results of Operations, page 14
2. The 2004 segment disclosure amounts have been revised to agree with the
financial statements. The results of operations section regarding expenses has
been modified to be consistent with the amounts and categories on the statement
of operations.
3. We have deleted the paragraph on page 16 as mentioned in your comment.
4. The title "Critical Accounting Estimates" has been used per your suggestion.
Additionally, we have added language in each of the disclosure documents to
address your question regarding the revenue recognition and commission accrual
issue.
Item 7. Financial Statements
5.
* Child, Sullivan and Company has added the requested explanatory
paragraph on page F-1 on their report to the Prime Board of Directors.
* We have amended note 12 to reflect the per share results of the
restatement. We have also added this disclosure to the March 31, June
30 and September 30, 2005 form 10-QSBs.
* Management has filed an 8-K concurrently with these restated
disclosure documents stating Prime's 2004 10-KSB and 2005 1st, 2nd and
3rd quarter 10- QSB filings cannot be relied upon and will be restated
in subsequent amended filings.
Note 1. Significant Accounting Policies, page F-7
Trading Securities, page F-11
6. Our disclosure has been revised to indicate that we account for these
holdings under the cost method due to the fact we exert no significant influence
on said holdings. Further we have deleted the previous disclosure language
discussing our previous valuation methods for these holdings.
Note 11. Income Taxes, page F-17
7. We have revised our disclosure to discuss the nature and approximate amount
of the stock based compensation impacting the deferred tax asset.
Item 8A. Controls and Procedures, page 18
8. Item 8A, Controls and Procedures has been amended. We have concluded that our
Controls and Procedures were ineffective and have listed in the proposed 10- KSB
amendment the steps undertaken to enhance our procedures in the future
Exhibits 31, pages 29 and 31
9. Compliance with Rule 601(b)31 of Regulation SB pertaining to certifications.
* We have removed any reference to "annu report" except in paragraph 4c
(formerly 4d).
* We have removed the reference to internal control in 4 and 4b.
* The certifications are dated as of the date of this restatement.
We have revised the certifications accordingly for the subsequent 2005
10- QSB filings.
Form 10-QSB for the three months ended March 31, 2005
Item 1. Financial Statements, page 4
10. We have labeled the fiscal periods which have been restated and have added
the disclosures required by paragraph 37 of APB Opinion 20. We have also labeled
and added disclosure on the June 30th and September 30th, 2005 10-QSBs.
Form 10-QSB for the six months ended June 30, 2005
Item 1. Financial Statements, page F-3
Notes to Financial Statements, page F-7
Note 3. Note receivable, page F-7
11. We have expanded our discussion of liquidity and the purpose of the loan in
the June 10-QSB/A and the September 10-QSB/A.
Note 4. Segment Information, Page F-8
12. We have provided the requested reconciliations of our segment and
consolidated profit and loss.
Item 2. Management's Discussion and Analysis of Financial Condition or Plan of
Operation, page F-8
Plan of Operations, page F-8
13. The disclosures have been amended to expand the discussion of material
changes in the level of commission expense and employee costs. We have also
included the disclosure language in the September 30, 2005 10-QSB/A as well.
Form 10-QSB for the nine months ended September 30, 2005
Item1. Financial Statements
14. We have revised our disclosure to add the suggested language in "Note 1.
Presentation" to the financial statements.
15. We have amended our September 30, 2005 10-QSB/A to include the changes
referenced in this letter and your preceding letter of October 21, 2005.
In connection with this response we acknowledge that Prime Resource, Inc. is
responsible for the adequacy and accuracy of the disclosures in our filings with
the SEC; thus staff comments or changes to disclosure in response to staff
comments do not foreclose the commission from taking any action with respect to
our filings. We acknowledge that staff comments may not be used as a defense by
the company or any person in any proceedings initiated by the Commission under
the federal securities laws of the United States.
Your prompt attention to this matter is appreciated. Please call me with any
questions or comments that will enhance your understanding of the proposed
amendments.
Respectfully,
Terry Deru
President