UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14f-1
INFORMATION STATEMENT
Pursuant to Section 14(f) of the
Securities Exchange Act of 1934
and Rule 14f-1 under the Exchange Act
PRIME RESOURCE, INC.
(Exact name of registrant as specified in its charter)
UTAH 333-88480 04-3648721
(State or other (Commission File (IRS
Employer jurisdiction of Number)
Identification No.)
of incorporation)
1245 EAST BRICKYARD ROAD, SUITE 590, SALT LAKE CITY, UTAH 84106
(Address of Principal Executive Offices)
(801) 433-2000
(Registrant's telephone number including
area code)
INFORMATION STATEMENT PURSUANT TO SECTION 14(f) OF THE SECURITIES EXCHANGE ACT
OF 1934 AND RULE 14f-1 THEREUNDER
This Information Statement is being mailed on or about March 6, 2007 to holders
of record as of the date of this Information Statement of shares of common stock
("Common Stock") of Prime Resource, Inc. (the "Company," "we," "us," or "our").
On January 15, 2007, the Company entered into a merger agreement with Prime
Acquisition, Inc., a subsidiary of the Company, ("Sub") and Broadband Maritime
Inc., a private Delaware corporation, ("BBM") which was amended on February 13,
2007 (the "Merger Agreement"). Under the terms of the Merger Agreement,
Broadband Maritime Inc. will merge with Sub (the "Merger") and will become a
wholly-owned subsidiary of the Company. The Merger is scheduled to close on or
about March 19, 2007 (the "Closing Date"). This Information Statement is being
delivered to provide information regarding anticipated changes in the membership
of the Board of Directors of the Company in conjunction with the Merger
Agreement.
As a result of the Merger, pursuant to the Merger Agreement, which was approved
by our shareholders, the board of the Company will consist of three individuals
who were members of BBM's board prior to the Merger and one member of the
Company's board prior to the merger. The officers and management of the Company
will be identical after the Merger to the officers and management of BBM prior
to the Merger. The prior BBM shareholders will become the predominate
shareholders of the Company.
The appointment of the new Board of Directors is subject to mailing this
information under Section 14(f) of the Securities Exchange Act of 1934. This
Schedule 14f-1 will be mailed to the stockholders on or about March ___, 2007.
THIS INFORMATION STATEMENT IS PROVIDED TO YOU FOR INFORMATIONAL PURPOSES ONLY.
WE ARE NOT SOLICITING YOUR PROXY OR CONSENT IN CONNECTION WITH THE ITEMS
DESCRIBED HEREIN. NO VOTE OR OTHER ACTION BY OUR STOCKHOLDERS IS REQUIRED TO BE
TAKEN IN CONNECTION WITH THIS INFORMATION STATEMENT. THIS INFORMATION STATEMENT
IS NOT AN OFFER TO PURCHASE YOUR SHARES.
VOTING SECURITIES
As of the date of this Information Statement, our authorized capital stock
consisted of 50,000,000 shares of Common Stock, of which, 1,454,090 shares are
issued and outstanding, as of March 6, 2007. Each share of Common Stock entitles
the holder of the share to one vote.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
We have set forth in the following table certain information regarding our
Common Stock beneficially owned on the date of this Information Statement for
each stockholder we know to be the beneficial owner of 5% or more of our
outstanding Common Stock, (ii) each of our executive officers and directors, and
(iii) all executive officers and directors as a group. The second table sets
forth the anticipated stock ownership of each person who is expected to become a
director and/or executive officer of the Company, and each person who is
expected to be a beneficial owner of 5% or more of the Company's Common Stock as
of the Closing Date of the Merger. Except as otherwise indicated, each
stockholder named in the table has sole voting and investment power with respect
to the shares beneficially owned.
Title of Class Name and Address Amount and Nature Percent of
Of Beneficial Owner* of Beneficial Ownership Class(1)
-------------------- ----------------------- -----
Common Stock Terry Deru 440,6322 30%
Chairman of the Board &
President
Common Stock Scott Deru 447,406 31%
Director & Vice President
Common Stock Andrew Limpert 321,495 22%
Director & CFO
Common Stock All Directors and Executive 1,209,533 83%
Officers as a Group (3 persons)
* The beneficial owner's address is the same as the Company's principal office.
Effective as of the Closing Date of the Merger:
- --------
(1) These percentages were reduced pursuant to the asset divestment and
reorganization of the Company in April 2006. 2 Mr. Terry Deru beneficially owns
most of his shares as part of the Terry Deru Revocable Family Trust. This total
also includes 10,000 shares held by his spouse.
Title of Class Name and Amount and Unexercised Stock % of outstanding
Address of Nature of Percent Rights or Shares (assuming
Beneficial Beneficial Issued and Warrants all stock rights
Owner Ownership Outstanding vested and
Shares exercised)
Common Stock *Mary Ellen Kramer 184,691(1) 0.71%(1) 2,637,829.5(2) 3.64%
President,
CEO, Director
Common Stock *Ira Greenstein 0 0% 386,093.49(3) 2.73%
Chairman of the
Board
Common Stock *Zevi Kramer, Chief 184,691(1) 0.71%(1) 2,637,829.5(2) 3.64%
Innovation Officer,
Director
Common Stock *Jarle Pedersen, 0 0% 11,090.21(4) 0.03%
Vice President
Operations
Common Stock **Andrew Limpert, 321,495 1.2% n/a 0.75%
Director
Common Stock AIGH Investment 3,253,685 12.56% 1,575,877 11.35%
Partners, LLC
6006 Berkeley
Avenue, Baltimore,
MD 21204
Common Stock Globis Capital 1,631,000 6.30% 789,047 5.69%
Partners, L.P.
60 Broad St., New
York, NY 10004
* The beneficial owner's address is c/o Broadband Maritime Inc., 61 Broadway,
Suite 1905, New York, NY 10006. **The beneficial owner's address is the same as
the Company's principal office.
(1) Reflects 100% of the 184,691 shares of BBM Holdings, Inc. f/k/a Prime
Resource, Inc. that will be held as joint tenants by Ms. Kramer and Mr. Kramer.
(2) Reflects warrants that will be held by Ms. Kramer and Mr. Kramer as joint
tenants to purchase up to 92,435.5 shares of common stock of BBM Holdings, Inc.
f/k/a Prime Resource, Inc. plus options to purchase up to 2,545,394 shares of
common stock of BBM Holdings, Inc. f/k/a Prime Resource, Inc. pursuant to a
Performance Option Agreement.
(3) Options to purchase up to 96,523.49 shares of BBM Holdings, Inc. f/k/a Prime
Resource, Inc. currently exercisable and options to purchase up to 289,570
shares of BBM Holdings, Inc. f/k/a Prime Resource, Inc. that are not exercisable
and will not be exercisable within 60 days of the date of this Information
Statement.
(4) Options are not exercisable and will not be exercisable within 60 days of
the date of this Information Statement.
LEGAL PROCEEDINGS
The Company is not a party to any material legal proceedings, and no such
proceedings are known to be contemplated. No director, officer, or affiliate of
the Company and no owner of record or beneficial owner of more than 5% of the
securities of the Company, or any associate of any such director, officer or
security holder is a party adverse to the Company or has a material interest
adverse to the Company in pending litigation.
MANAGEMENT
Executive Officers and Directors
We anticipate that on the Closing Date, Mr. Terry Deru and Mr. Scott Deru will
resign as directors and as President and Vice President, respectively, of the
Company. Pursuant to the Merger Agreement, the new directors of the Company will
be Mary Ellen Kramer, Ira Greenstein, and Zevi Kramer. Andrew Limpert will
remain a director. Ms. Mary Ellen Kramer will be the President and CEO of the
Company, Mr. Zevi Kramer will be the Chief Innovation Officer of the Company,
and Mr. Jarle Pedersen will be the Vice President of Operation.
The following table sets forth information regarding our directors and executive
officers prior to the closing of the Merger Agreement:
NAME AGE POSITION
- ---------- --- --------
Terry Deru 52 President, Director
Scott Deru 46 Vice President, Director
Andrew Limpert 37 CFO, Director
Biographical Information
TERRY M. DERU - PRESIDENT
Age: 52
Mr. Terry Deru is an officer/director of the Company. After April, 2006, the
Company has functioned as an inactive public company searching for a potential
merger or acquisition candidate. In this capacity, Mr. Deru no longer has
provided active ongoing services to the Company. Mr. Deru served Belsen Getty, a
Salt Lake City, Utah based financial advisory and retirement planning firm, as
an officer/director when operating as a predecessor corporation. Mr. Deru is a
Certified Financial Planner and a Registered Financial Consultant. Mr. Deru also
acted as a part-time CEO for Kinship Systems, Inc., a small public company which
is not presently active. Kinship abandoned its original marketing efforts of
attempting to sell licensed accident reconstruction software in early 2002 and
has subsequently acquired a resort management company as its wholly owned
operating subsidiary. Mr. Deru resigned as an officer and director pursuant to
this reorganization on November 14, 2002, and he is no longer affiliated with
that company. The company continues under a new name of Caribbean Club Group,
Inc. (CCI). Mr. Deru obtained a B.A. degree from the University of Utah in Salt
Lake City, Utah, in finance in 1977 and an M.B.A. degree from that institution
in 1979.
MR. SCOTT DERU - DIRECTOR, VICE-PRESIDENT OPERATIONS Age: 46
Mr. Scott Deru has been employed full-time since 1982 as a principal officer of
Fringe Benefit Analysts, LLC. Since 1998 he has been the manager and principal
officer of Fringe Benefit, one of the former subsidiary operating companies of
the Company. In that capacity, he was primarily engaged in creating and selling
life, health and other insurance products for business clients of the Company.
In addition to his full-time services to Fringe Benefit Analysts, he worked as a
director of insurance for Care of Utah, Inc., developing insurance programs,
primarily for the health care industry from October, 1994 to July, 2000. Mr.
Deru is a 1984 graduate of the University of Utah with a B.S. degree in finance
from that institution. He is also a Registered Health Underwriter and a
Registered Employee Benefit Consultant. He presently is also a licensed
insurance consultant and agent within the state of Utah, and by reciprocity in
other western states.
MR. ANDREW W. LIMPERT - CHIEF FINANCIAL OFFICER Age : 37
Mr. Limpert has been a financial and retirement planner associated with the Salt
Lake based firm of Belsen Getty, LLC since 1998. He is licensed as a Registered
Investment Advisor Representative, but he is not a Certified Financial Planner.
As a licensed Investment Advisor, Mr. Limpert has completed licensing
requirements and testing prescribed by the State of Utah. Mr. Limpert plans to
continue his full-time employment with Belsen Getty. Since April, 2006, Mr.
Limpert has primarily been engaged in attempting to maintain the Company and
attempting to find reorganization candidates. Prior to the foregoing positions,
he worked with Prosource Software of Park City, Utah as a software sales agent
from 1993 to 1998. Mr. Limpert is assisting Prime on a limited as needed basis.
In 1998 Mr. Limpert served briefly as an interim outside director in a small
public company, then known as Mt. Olympus Resources, Inc. Mr. Limpert resigned
as part of a reorganization of Olympus in November, 1998. Mr. Limpert was also
affiliated, on a part-time as-needed basis, with a small presently inactive
company known as Kinship Systems, Inc. as a director and its treasurer/secretary
and CFO/accounting officer. Due to Kinship's change of control he is no longer
affiliated with that firm. Mr. Limpert was appointed to these positions in
February, 2000 as part of the initial organization. Kinship acquired a new
operating subsidiary and Mr. Limpert resigned as an officer and director
effective November 14, 2002. He has no continuing affiliation with Kinship/CCI.
Mr. Limpert also acts as a business and financial consultant to various small
public and private companies. Mr. Limpert holds a B.S. degree in finance from
the University of Utah in Salt Lake City, Utah in 1995 and an M.B.A. from
Westminster College of Salt Lake City, Utah in 1998.
The following table sets forth the names and ages of each of the persons who
will be members of the Board of Directors and Officers of the Company following
the Closing Date pursuant to Section 14f of the Securities Exchange Act of 1934:
NAME AGE POSITION
- --------------------- --- --------
Mary Ellen Kramer 49 President, CEO, Director
Ira Greenstein 46 Chairman of the Board of Directors
Zevi Kramer 50 Chief Innovation Officer, Director
Andrew Limpert 37 Director
Jarle Pedersen 45 Vice President Operations
Biographical Information
MS. MARY ELLEN KRAMER - MEMBER OF THE BOARD OF DIRECTORS, PRESIDENT AND CEO Age
: 49
Ms. Kramer began her career in the financial world by becoming Vice President of
Management Information Systems and Telecommunications for Central National Bank
and Meadowlands National Bank from 1980 to 1985. In these positions she was
responsible for all data and item processing and telecommunications for 2 banks
with a total of 11 branches. She has also managed telecommunications services
for building tenants at 900 Third Avenue, NY, NY, which the bank owned.
Subsequently, from 1985 to 1994 she became a financial systems consultant
serving many banking and financial clients such as Bank of China, Broadway
National Bank, Bank of New England, the FDIC, The Bedford House Companies and
Beacon Hill Services Corporation. In these capacities she developed and
implemented private banking systems, multi-currency financial reporting systems,
precious metals and foreign exchange trading packages and the first automated
IRS 4789 reporting system to be accepted by the Internal Revenue Service.
As founder and President of Itel Inc. from 1994 to 1997, Ms. Kramer established
international callback network in 65 worldwide locations servicing 8000
customers such as Chrysler, Fiat, Pepsi, Sheraton Hotels, Ministry of Justice -
Argentina, Globosat, Journal do Brazil. Ms. Kramer, as President of Allied
Communication Holdings LLC, from 1997 to 1998 developed an all digital private
network in Sao Paulo, Brazil.
As President of Americom Networks International, from 1998 to 1999, Ms. Kramer
developed voice network into 5 cities in 4 countries - Argentina, Israel, The
Philippines and Thailand.
Ms. Kramer, as the current President and founder of Broadband Maritime Inc. from
1999 to the present, has also acted as its sales manager, negotiating agreements
with vendors and customers and has been responsible for operations.
Ms. Kramer received a B.S. in Management and Computer Science from New York
University.
MR. ZEVI KRAMER - MEMBER OF THE BOARD OF DIRECTORS, CHIEF INNOVATION OFFICER Age
: 50
Mr. Kramer is the husband of Mary Ellen Kramer, the President. From 1980 to 1985
Mr. Kramer began his career designing Communication and Navigation Systems for
the Israeli Air Force. Projects include the development of a radar direction
finding systems for guided bomb units, an electronic navigation system for
guided bomb units, and a high security airborne data and video communication
link. Mr. Kramer managed a technical staff of 15.
Mr. Kramer became project manager at ECI Telecom from 1985 to 1988 where he was
involved in the development of the automatic gear for the Israeli Tank Merkava.
From 1988 to 1993, Mr. Kramer was the retail manager of 11 electronic appliance
stores. Subsequently, from 1993 to 1994, Mr. Kramer served as the President of
Sky Telecom, Ltd, an international callback company handling its systems,
operations and marketing.
Subsequently, from 1994 to 1997, Mr. Kramer served as President of Electroflow,
a leading Israeli power quality consulting firm. His duties included designing
and implementing power solutions for industrial plants and offices in highly
computerized environments.
From 1998 to 1999 he served as Director of Network Development for Americom
Networks International, which headed the deployment of both satellite and fiber
voice networks between New York and the Far East, Middle East and South America.
During his tenure, he established foreign partnerships in network node countries
and he developed joint ventures with several vendors to produce unique and
innovative network solutions for Americom Networks.
Mr. Kramer has been associated with Broadband Maritime Inc. from 1999 to the
present in developing both business models and network designs required for
Broadband Maritime Inc.'s specific market applications in developing countries
and the maritime industry.
Mr. Kramer received his B.S. in Electronic Engineering from Tel Aviv University.
MR. IRA GREENSTEIN - CHAIRMAN OF THE BOARD OF DIRECTORS Age : 46
Ira A. Greenstein is President of IDT Corporation. Prior to joining IDT in 2000,
Mr. Greenstein was a partner in the law firm of Morrison & Foerster LLP, where
he served as the Chairman of the firm's New York office's Business Department.
Concurrently, Mr. Greenstein served as General Counsel and Secretary of
Net2Phone, Inc.
Prior to joining Morrison & Foerster, Mr. Greenstein was an associate in the New
York and Toronto offices of Skadden, Arps, Slate, Meagher & Flom LLP. Mr.
Greenstein served on the Securities Advisory Committee and as secondment counsel
to the Ontario Securities Commission.
Mr. Greenstein serves on the Board of Document Security Systems, Inc.
(AMEX:DMC), is a Director of Zedge, Inc. and is on the Board of Advisors of the
Columbia Law School Center on Corporate Governance. Mr. Greenstein received a
B.S. from Cornell University and a J.D. from Columbia University Law School. Mr.
Greenstein has just recently become associated with Broadband Maritime Inc.
MR. ANDREW W. LIMPERT - MEMBER OF THE BOARD OF DIRECTORS Age : 37 (see above).
MR. JARLE PEDERSEN - VICE PRESIDENT OPERATIONS Age : 45
Jarle Pedersen has more than 20 years experience in the Information Technology
and Financial Services industries. He has a broad strategic, financial,
operational and international leadership background. Mr. Pedersen has
comprehensive experience in fiance, accounting, reporting and treasury functions
as Chief Financial Officer for companies and international business units. He
also has strategy and corporate development experience, including start-ups,
turnarounds and M&A activity. He has operational and administrative management
experience as Country General Manager of a business unit of StorageTek and Chief
Executive Officer of an e-business software company.
Mr. Pedersen was previously Chief Financial Officer of Hudson Systems. Prior to
this, he served as Chief Financial Officer of Contopronto - a Pan- European
mobile payments provider. From 1990 to 2000, Mr. Pedersen was a key member of
the Norwegian senior management team of Computer Associates, heading finance and
operations during the 10-year-period when the company experienced annual revenue
growth from $5M to $100M.
Mr. Pedersen holds a Bachelor of Commerce degree from Dalhousie University,
Canada and a Masters in Business Studies from Canterbury Business School. He is
a former member of the Supervisory Board of DnBNor Kort, the credit card
subsidiary of the largest financial services group in Norway. Mr. Pedersen has
recently affiliated with Broadband Maritime Inc.
Employment Agreements
We do not have employment agreements with any officers as of the date hereof. We
may enter into such agreements in the future.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The three principal holders of the Company's shares, Mr. Terry Deru, Mr. Scott
Deru and Mr. Andrew Limpert, collectively hold 1,209,533 shares of the 1,454,090
shares outstanding, or approximately 83% of the issued and outstanding shares of
the Company. As a result, they are in a position to determine the Company's
direction and to approve various transactions by their majority position without
requiring the support of the remaining shareholders. Because these three
individuals also constitute the Board of Directors of the Company, there does
not exist an independent relationship between the majority shareholders and the
Board as may exist in some public companies.
Except with respect to the Merger Agreement described above, none of the
Company's directors or officers, nor any proposed Company director or officer,
nor any person who beneficially owns, directly or indirectly, shares carrying
more than 10% of the voting rights attached to the Company's outstanding Common
Stock, nor any of the Company's promoters, nor any relative or spouse of any of
the foregoing persons has any material interest, direct or indirect, in any
transaction since the beginning of the Company's last fiscal year which, in
either case, has affected, or will materially affect the Company. Neither the
Company's directors or officers are, nor are the proposed Company directors or
officers, indebted to the Company.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires that our directors, executive
officers and persons who own more than 10% of our outstanding common stock file
initial reports of ownership and reports of changes in ownership in the common
stock with the SEC. Officers, directors and stockholders who own more than 10%
of the outstanding common stock of the Company are required by the SEC to
furnish us with copies of all Section 16(a) reports they file. None of the
Company's current officers, directors and 10% stockholders have complied with
any of the applicable Section 16(a) filing requirements.
Corporate Governance
We are not a reporting company pursuant to Section 12(g) of the '34 Act and are,
therefore, not required to have an audit committee comprised of independent
directors. Our entire Board functions as our audit committee. No member of our
Board is considered "independent" pursuant to NASDAQ Rule 4200 a (15). The Board
has determined that its members are able to read and understand fundamental
financial statements and have substantial business experience that results in
their financial sophistication. Accordingly, the Board believes that its members
have the sufficient knowledge and experience necessary to fulfill the duties and
obligations of members of an audit committee.
The total number of meetings of the board of directors which were held during
the last full fiscal year was one. All three current board members were in
attendance at the prior year's annual meeting.
Additionally, our Board does not have a standing compensation or nominating
committee. Because we do not have such committees, our full Board performs the
functions of such committees. In considering director nominees, at a minimum,
our Board will consider: (i) whether the director nominee provides the
appropriate experience and expertise in light of the other members currently
serving on the board and any other factors relating to the ability and
willingness of a nominee to serve on the board, (ii) the number of other boards
and committees on which the nominee serves, and (iii) the director nominee's
business or other relationship, if any, with us, including whether the director
nominee would be subject to a disqualifying factor in determining the nominee's
"independence" as defined by the listing standards of the relevant securities
exchanges.
Regarding the board of directors for the Company after the Merger, only Ira
Greenstein will be considered an "independent director." The determination of
independence of directors has been made using the definition of "independent
director" contained in NASDAQ Rules.
Compensation Committee Interlocks and Insider Participation
The Company has no compensation committee. Therefore Terry Deru, Scott Deru, and
Andrew Limpert, all officers and Directors of the Company, participated in
deliberations of the Company's board of directors concerning executive officer
compensation during the last completed fiscal year.
Stockholder Communication with the Board
Stockholders may send communications to our Board by writing to: 1245 EAST
BRICKYARD ROAD, SUITE 590, SALT LAKE CITY, UTAH 84106 attention Board or any
specified director. Any correspondence received at the foregoing address to the
attention of one or more directors is promptly forwarded to such director or
directors.
EXECUTIVE COMPENSATION
Executive Officer Compensation
The following tables set forth the compensation payable to our executive
officers and directors of the Company for services in all capacities to the
Company and its subsidiaries during the last three fiscal years.
EXECUTIVE OFFICERS AND DIRECTORS COMPENSATION
ANNUAL COMPENSATION
Name & Principal Fiscal Salary ($) Bonus ($) Stock Awards Option Non-Equity Nonqualified All Other
Position Year ($) Awards ($) Incentive Plan Deferred Compensation
Compensation Compensation
($) Earnings ($)
Terry Deru, President, 2006 $240,000?(1) 0 0 0 0 0 0
Chairman 2005 $190,908 $31,897 0 0 0 0 $48,000
2004 $191,741 0 0 0 0 0 $98,000*
Scott Deru, Vice 2006 $240,000?(1) 0 0 0 0 0 0
President, Director 2005 $192,000 0 0 0 0 0 $79,897
2004 $213,405 $22,000 0 0 0 0 $98,000*
Andrew Limpert, CFO, 2006 $240,000?(1) 0 0 0 0 0 0
Director 2005 $204,280 0 0 0 0 0 0
2004 $204,380 0 0 0 0 0 0
(1)After divestment of its operating business in April, 2006, the Company has
functioned as an inactive public company. There have since been no salary
payments. Mr. Limpert has been primarily engaged since such date in attempting
to maintain the Company and attempt to find reorganization candidates.
* Per a previous royalty agreement for contributions of proprietary benefits
products.
Current Management's Stock Rights and Options
There are no outstanding stock options, warrants, or other stock rights held by
the existing management or directors of the Company or by any other person.
Compensation of Directors
Our directors do not receive any compensation for their services as directors.
Significant Employees
We have no employees who are not directors or executive officers.
Involvement in Certain Legal Proceedings
During the past five years, none of our current or proposed directors or
officers have been:
* a general partner or executive officer of any business against which
any bankruptcy petition was filed, either at the time of the
bankruptcy or two years prior to that time;
* convicted in a criminal proceeding or named subject to a pending
criminal proceeding (excluding traffic violation and other minor
offenses);
* subject to any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining, barring,
suspending or otherwise limiting his or her involvement in any type of
business, securities or banking activities; or
* found by a court of competent jurisdiction (in civil action), the
Securities and Exchange Commission or the Commodity Futures Trading
Commission to have violated a federal or state securities or
commodities law, and the judgment has not been reversed, suspended or
vacated.
Family Relationships
Current directors Mr. Terry Deru and Mr. Scott Deru are brothers. Mr. Zevi
Kramer and Ms. Mary Ellen Kramer, future directors and President and Chief
Innovation Officer of the Company respectively, are husband and wife.
SIGNATURES
Pursuant to the requirements of the Exchange Act, the registrant has duly caused
this Information Statement to be signed on its behalf by the undersigned
thereunto duly authorized.
PRIME RESOURCE, INC.
(Registrant)
Date: March 8, 2007
By: /s/ Terry Deru
Terry Deru, Chairman of the Board/President