Exhibit 31.1
CERTIFICATION PURSUANT TO
SECURITIES EXCHANGE ACT OF 1934: RULES 13a-14, 13a-15, 15d-14, and 15d-15
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Terry Deru, certify that:
(1) I have reviewed this report on Form 10-QSB/A (Amendment No.1)
of Prime Resource, Inc;
(2) Based on my knowledge, this 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 report;
(3) Based on my knowledge, the financial statements, and other
financial information included in this report fairly present in
all material respects the financial condition, results of
operations and cash flows of the small business as of, and for,
the periods presented in this report.
(4) The small business issuer's other certifying officers and I are
responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-
15e and 15d-15(e) and have:
(a) Designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed under
our supervision, to ensure the material information relating to
the small business issuer, including its consolidated
subsidiaries, is made known to us by others within those
entities particularly during the period in which this report is
being prepared;
(b) Evaluated the effectiveness of the small business issuer's
disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered by
this report based on such evaluation; and
(c) Disclosed in this report any change in the small business
issuer's internal control over financial reporting that
occurred during the small business issuer's most recent fiscal
quarter (the small business issuer's fourth fiscal quarter in
the case of an annual report) that has materially affected, or
is reasonably likely to materially affect, the small business
issuer's internal control over financial reporting; and
(5) The small business issuer's other certifying officer(s) and I
have disclosed, based on our most recent evaluation, of
internal control over financial reporting, to the small
business issuer's auditors and the audit committee of the small
business issuer's board of directors (or persons performing the
equivalent functions):
(a) All significant deficiencies and material weaknesses in the
design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the
small business issuer's ability to record, process, summarize
and report financial information; and
(b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the small
business issuer's internal control over financial reporting.
DATE: January 5, 2006
___/s/ Terry M. Deru_____________________________
Signature
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Terry M. Deru, Chief Executive Office
Exhibit 31.2
CERTIFICATION PURSUANT TO
SECURITIES EXCHANGE ACT OF 1934: RULES 13a-14, 13a-15, 15d-14, and 15d-15
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Andrew Limpert, certify that:
(1) I have reviewed this report on Form 10-QSB/A (Amendment No. 1)
of Prime Resource, Inc;
(2) Based on my knowledge, this 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 report;
(3) Based on my knowledge, the financial statements, and other
financial information included in this report fairly present in
all material respects the financial condition, results of
operations and cash flows of the small business as of, and for,
the periods presented in this report.
(4) The small business issuer's other certifying officers and I are
responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-
15e and 15d-15(e) and have:
(a) Designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed under
our supervision, to ensure the material information relating to
the small business issuer, including its consolidated
subsidiaries, is made known to us by others within those
entities particularly during the period in which this report is
being prepared;
(b) Evaluated the effectiveness of the small business issuer's
disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered by
this report based on such evaluation; and
(c) Disclosed in this report any change in the small business
issuer's internal control over financial reporting that
occurred during the small business issuer's most recent fiscal
quarter (the small business issuer's fourth fiscal quarter in
the case of an annual report) that has materially affected, or
is reasonably likely to materially affect, the small business
issuer's internal control over financial reporting; and
(5) The small business issuer's other certifying officer(s) and I
have disclosed, based on our most recent evaluation, of
internal control over financial reporting, to the small
business issuer's auditors and the audit committee of the small
business issuer's board of directors (or persons performing the
equivalent functions):
(a) All significant deficiencies and material weaknesses in the
design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the
small business issuer's ability to record, process, summarize
and report financial information; and
(b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the small
business issuer's internal control over financial reporting.
DATE: January 5, 2006
___/s/ Andrew Limpert______________________________
Signature
- ---------------------------------
Andrew Limpert, Chief Financial Officer