SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

      Quarterly report under Section 13 or 15(d) of the Securities Exchange
                Act of 1934 for the quarter period ended 3/31/01

         [ ] Transitional report under Section 13 or 15(d) of Exchange A
                       For the quarter period ended: (n/a)

                         Commission File number 0-27987

                        Premier Mortgage Resources, Inc.
                 (Name of Small Business Issuer in its charter)

             Nevada                                   88-0343833
(State of other jurisdiction of          (I.R.S. Employer Identification No.)
 incorporation or organization)

  280 Windsor Highway  New Windsor, NY                        12553
(Address of principal executive offices)                    (Zip Code)

Issuer's telephone number        (845) 561-7770

               APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court Yes [ ] No [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of
common equity as of the latest practicable date: 3/31/01  1,257,714

Transitional Small Business Disclosure Format (Check one) Yes [] No [x]


<PAGE>



TABLE OF CONTENTS

                           PART I FINANCIAL STATEMENTS

Item 1     Financial Statements                                             2

Item 2     Management's Discussion and Analysis or Plan of Operation       12

                            PART II OTHER INFORMATION

Item 1     Legal Proceedings                                               16
Item 2     Changes in Securities                                           16
Item 3     Default upon Senior Securities                                  16
Item 4     Submission of Matters to a Vote of Security Holders             16
Item 5     Other Information                                               16
Item 6     Exhibits and Reports on Form 8-K                                17


<PAGE>


ITEM I            FINANCIAL STATEMENTS


                 PREMIER MORTGAGE RESOURCES, INC. AND SUBSIDIARY

                        CONSOLIDATED FINANCIAL STATEMENTS

               FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000

                                   (UNAUDITED)


<PAGE>






                 PREMIER MORTGAGE RESOURCES, INC. AND SUBSIDIARY
                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)




                                                                     Page
                                                                    number

Consolidated balance sheets at March 31, 2001
(unaudited) and December 31, 2000                                     F-1

Consolidated statements of operations for the three months
ended March 31, 2001 and 2000 (unaudited)                             F-2

Consolidated statement of stockholders' equity for the three
months ended March 31, 2001 (unaudited)                               F-3

Consolidated statements of cash flows for the three months
ended March 31, 2001 and 2000 (unaudited)                             F-4

Notes to consolidated financial statements (unaudited)            F-5 - F-14

<PAGE>


                 PREMIER MORTGAGE RESOURCES, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS


                                       ASSETS
                                       ------
<TABLE>
<CAPTION>

                                                                         March 31,
                                                                          2001        December 31,
                                                                       (unaudited)       2000
                                                                      -----------    -----------
<S>                                                                   <C>            <C>
Current assets:
  Cash                                                                $     2,677    $     1,004
                                                                      -----------    -----------
   Total current assets                                                     2,677          1,004
                                                                      -----------    -----------

Investment in affiliate, at cost                                        2,729,285      2,524,285
                                                                      -----------    -----------
   Total assets                                                       $ 2,731,962    $ 2,525,289
                                                                      ===========    ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------


Current liabilities:
  Accrued expenses                                                    $   108,966    $   113,946
  Due to related parties                                                  114,770         70,554
  Note payable                                                             50,000         50,000
                                                                      -----------    -----------
      Total current liabilities                                           273,736        234,500
                                                                      -----------    -----------

Redeemable, cumulative preferred stock                                        -              -
                                                                      -----------    -----------
Commitments and contingencies (Note 6)                                        -              -
                                                                      -----------    -----------

Stockholders' equity:
  Preferred stock - $.001 par value, 10,000,000 shares
  authorized, -0- shares issued and outstanding                               -              -
  Common stock - $.001 par value, 50,000,000 shares authorized,
  1,257,679 and 964,429 shares issued and outstanding, respectively         1,257            964
  Additional paid-in capital                                            3,441,906      3,086,949
  Accumulated deficit                                                    (984,937)      (797,124)
                                                                      -----------    -----------
    Total stockholders' equity                                          2,458,226      2,290,789
                                                                      -----------    -----------

Total liabilities and stockholders' equity                            $ 2,731,962    $ 2,525,289
                                                                      ===========    ===========

</TABLE>


     See accompanying notes to consolidated financial statements (unaudited)

                                      F-1

<PAGE>


                 PREMIER MORTGAGE RESOURCES, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
               FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000
                                   (UNAUDITED)

<TABLE>
<CAPTION>



                                                                      2001           2000
                                                                  -----------    -----------

<S>                                                               <C>            <C>
Income- Related Party                                             $       -      $     9,000
                                                                  -----------    -----------

Expenses:
  Selling, general, and administrative expenses                      (187,813)        18,690
  Selling, general, and administrative expenses - related party           -           38,875
                                                                  -----------    -----------
     Total expenses                                                  (187,813)        57,565
                                                                  -----------    -----------

Loss from operations before interest expense and
  provision for income taxes                                         (187,813)       (48,565)

Interest expense                                                          -            2,000
                                                                  -----------    -----------

Loss before provision for income taxes                               (187,813)       (50,565)

Provision for income taxes                                                -              -
                                                                  -----------    -----------

Net (loss)                                                           (187,813)       (50,565)

Other items of comprehensive income                                       -              -
                                                                  -----------    -----------

Comprehensive net (loss)                                          $  (187,813)   $   (50,565)
                                                                  ===========    ===========
Basic:
    Net (loss)                                                    $      (.18)   $      (.14)
                                                                  ===========    ===========
Weighted average number of
 common shares outstanding                                          1,047,735        363,054
                                                                  ===========    ===========

</TABLE>




           See accompanying notes to consolidated financial statement

                                       F-2

<PAGE>



                 PREMIER MORTGAGE RESOURCES, INC. AND SUBSIDIARY
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                    FOR THE THREE MONTHS ENDED MARCH 31, 2001
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                                          Additional                                  Total
                                               Common Stock               paid-in              Accumulated       Stockholders'
                                          Shares            Amount        Capital                Deficit            Equity
                                    --------------    ---------------   -------------        ---------------    -----------------
<S>                                      <C>        <C>               <C>                 <C>                <C>
Balances at December 31, 2000              964,429    $           964   $   3,086,949       $      (797,124)   $        2,290,789

Issuance of common stock in
  lieu of consideration for
  services rendered to the
  Company                                   62,000                 62         123,938                     -               124,000

Issuance of common stock in
  lieu of consideration for
  officers' compensation rendered
  to the Company                            31,250                 31          31,219                     -                31,250

Sale of common stock in
  connection with private offering
  memorandum                               200,000                200         199,800                     -               200,000

Net loss for the three months
  ended March 31, 2001                           -                  -               -              (187,813)             (187,813)
                                    --------------    ---------------   -------------        ---------------    -----------------

Balances at March 31, 2001               1,257,679    $         1,257   $   3,441,906        $     (984,937)    $       2,458,226
                                    ==============    ===============   =============        ===============    =================


</TABLE>


           See accompanying notes to consolidated financial statement

                                      F-3

<PAGE>


                 PREMIER MORTGAGE RESOURCES, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000
                                   (UNAUDITED)

<TABLE>
<CAPTION>


                                                              2001        2000
                                                           ---------    ---------
<S>                                                        <C>          <C>
Cash flows from operating activities:

   Net (loss)                                              $(187,813)   $ (50,565)
   Adjustments to reconcile net (loss) to net
    cash used for operating activities:
       Officers' contribution                                    -         10,000
     Issuance of common stock for services                   124,000        1,750
     Issuance of common stock for officers' compensation      31,250          -
    Increase (decrease) in:
       Accrued expenses                                       (4,980)       3,000
                                                           ---------    ---------
Net cash used for operating activities                       (37,543)     (35,815)
                                                           ---------    ---------

Cash flows from investing activities:

   Investment in affiliate                                  (205,000)    (250,000)
                                                           ---------    ---------
Net cash used for investing activities                      (205,000)    (250,000)
                                                           ---------    ---------

Cash flows from financing activities:

   Proceeds from sale of preferred stock                         -        250,000
   Sale of common stock in connection with
     private placement                                       200,000          -
   Advances from related parties                              44,216       37,712
                                                           ---------    ---------
Net cash provided by financing activities                    244,216      287,712
                                                           ---------    ---------

Net increase in cash                                           1,673        1,897
Cash, beginning of period                                      1,004          250
                                                           ---------    ---------

Cash, end of period                                        $   2,677    $   2,147
                                                           =========    =========

Supplemental disclosure of non-cash flow information:
Cash paid during the year for:

         Interest                                          $            $      -
                                                           =========    =========

</TABLE>

           See accompanying notes to consolidated financial statement

                                      F-4

<PAGE>

                 PREMIER MORTGAGE RESOURCES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  FOR THE THREE MONTHS MARCH 31, 2001 AND 2000
                                   (UNAUDITED)


NOTE 1 -  NATURE OF BUSINESS

          The Company

          Premier Mortgage  Resources,  Inc. (the "Company") was incorporated in
          the  State of  Nevada  on August  17,  1995  under the name  "Mortgage
          Resources,  Inc." The name of the  Company  was  changed on August 20,
          1997 to its current name.  Until the  acquisition of United  National,
          Inc.  ("United")  in June 1998,  the  Company had no  operations.  The
          Company  acquired  United  during  June  1998  in  order  to  commence
          operations in the mortgage banking industry.  The Company currently is
          a holding company  providing  services and financing to our subsidiary
          United  National,  Inc.  United  National,  Inc. owns a 2% interest in
          United National Mortgage, ("LLC") which offer's mortgage banking.

          Reorganization

          During June 1998,  pursuant to an Agreement and Plan of Reorganization
          (the "Reorganization  Agreement"), an officer and shareholder received
          377,778 then representing  48.6% of the common stock outstanding after
          the  cancellation  of  433,333  shares  of the  previous  officers  as
          discussed  in the next  paragraph,  in  consideration  for 100% of the
          shares of common stock of United.  Such  transaction  is  considered a
          capital  transaction  whereby United contributed its stock for the net
          assets of the  Company  which was  consummated  simultaneously  with a
          recapitalization of the Company.

          Simultaneously with the execution of the Reorganization Agreement, the
          former officers of the Company canceled 433,333 shares of common stock
          and  resigned as  officers  of the  Company.  In  connection  with the
          resignation of the previous officers of the Company, the previous sole
          shareholder  of  United  was  elected  as  President  of the  Company.
          Accordingly,  after such capital  transaction,  United became a wholly
          owned subsidiary of the Company.

          Stock Split

          On December 29, 2000,  the  Company's  Board of Directors  resolved to
          reverse split the Company's  issued and outstanding  Common Stock on a
          one for ten basis (1:10). The effective date was February 1, 2001. The
          financial  statements  at December  31,  2000 have been  retroactively
          adjusted for this reverse stock split.

          United

          United was  incorporated  in the State of Nevada on November 21, 1997.
          Since the date of  incorporation  and through August 1998,  United had
          limited operations. For the period August 1998 to July 1, 2000, United
          performed  loan  processing  and  telemarketing  services  for  United
          National  Mortgage,  LLC.  ("LLC").  As of March 31,  2001 United owns
          approximately  2% interest in the LLC which is accounted for under the
          cost method.

                                      F-5
<PAGE>

                 PREMIER MORTGAGE RESOURCES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  FOR THE THREE MONTHS MARCH 31, 2001 AND 2000
                                   (UNAUDITED)


NOTE 1 -  NATURE OF BUSINESS (cont'd)

          LLC

          The LLC is a limited  liability  company  whereby  an  officer  of the
          Company  owns  approximately  98% as of March 31,  2001.  The  Company
          currently  has an option to purchase the  remaining  98% interest from
          this  officer  subject  to the  approval  by New  York  State  Banking
          Department.  The LLC is a licensed mortgage banker in approximately 13
          states which primarily originates  conforming  conventional loans, and
          sells those loans to investors,  with servicing rights  released.  The
          intent of the Company is to execute its option and have the LLC become
          a wholly  owned  subsidiary  in order to enter  the  mortgage  banking
          industry.

NOTE 2 -  INTERIM RESULTS AND BASIS OF PRESENTATION

          The unaudited  consolidated  financial statements as of March 31, 2001
          and for the three  month  periods  ended  March 31, 2001 and 2000 have
          been  prepared  in  accordance  with  generally  accepted   accounting
          principles for interim financial  information and with instructions to
          Form 10-QSB and Items 303 and 301(B) of Regulation S-B. In the opinion
          of management,  the unaudited financial  statements have been prepared
          on the same basis as the annual  financial  statements and reflect all
          adjustments,   which  include  only  normal   recurring   adjustments,
          necessary  to present  fairly the  financial  position as of March 31,
          2001 and the  results of our  operations  and cash flows for the three
          month  periods ended March 31, 2001 and 2000.  The financial  data and
          other  information  disclosed in these notes to the interim  financial
          statements related to these periods are unaudited. The results for the
          three  month  periods  ended  March  31,  2001  are  not   necessarily
          indicative of the results to be expected for any subsequent quarter or
          the entire fiscal year ending  December 31, 2001. The balance sheet at
          December  31,  2000  has  been  derived  from  the  audited  financial
          statements at that date.

          Certain  information  and footnote  disclosures  normally  included in
          financial  statements  prepared in accordance with generally  accepted
          accounting  principles have been condensed or omitted  pursuant to the
          Securities  and Exchange  Commission's  rules and  regulations.  It is
          suggested  that  these  unaudited  financial  statements  be  read  in
          conjunction  with our audited  financial  statements and notes thereto
          for the year ended December 31, 2000 as included in our report on Form
          10-KSB.

                                      F-6
<PAGE>

                 PREMIER MORTGAGE RESOURCES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  FOR THE THREE MONTHS MARCH 31, 2001 AND 2000
                                   (UNAUDITED)


NOTE 3 -  INVESTMENT IN AFFILIATE, AT COST

          On July 29,  1998,  United  entered  into a LLC  Interest  Acquisition
          Agreement (the "LLC Acquisition  Agreement") with the Company's former
          President whereby for an initial $508,000 it acquired a 1% interest in
          the LLC and the option to acquire the  remaining  99%  interest in the
          LLC as follows;  1% based on  required  capital by the LLC in order to
          remain in compliance  with its net capital  requirements  with various
          state  banking  laws until it reaches its  expected  level of revenues
          sufficient to maintain its capital  requirements and the remaining 98%
          (which is contingent upon obtaining approval from the New York Banking
          Department) for nominal  consideration.  As of March 31, 2001,  United
          has a 2%  interest  in the  LLC  and  has  invested  an  aggregate  of
          $2,729,285 into the LLC based on the above agreement.

NOTE 4 -  LOAN PAYABLE

          During  March 1998,  an outside  third  party  loaned  United  $50,000
          bearing  interest  at 12% per annum.  The loan is due on demand and no
          formal terms have been  established.  As of March 31,  2001,  the loan
          remains unpaid.  The Company has accrued  interest on the loan to date
          amounting to $19,117 as of March 31, 2001.

NOTE 5 -  CONVERTIBLE NOTES PAYABLE

          Prior  to the  Company's  reorganization,  United  issued  convertible
          promissory  notes  amounting to $458,000 that bear interest at 12% per
          annum. Pursuant to the reorganization, the Company assumed $358,000 of
          such convertible  promissory notes which were  subsequently  converted
          into  approximately  59,667 shares of it's common stock as of December
          31, 1998.

          The remaining  $100,000 notes were repaid during April 1999 by United.
          To date the  Company has accrued  interest on the notes  amounting  to
          $40,929  as of March 31,  2001 for which no demand for  repayment  has
          occurred.

NOTE 6  - COMMITMENTS AND CONTINGENCIES

     a)   Advertising and Corporate Relations Agreements

          On March 13, 1998, United entered into agreements for public relations
          and  advertising  services with Gulf Atlantic  Publishing,  Inc ("Gulf
          Atlantic")   and   Corporate   Relations   Group,   Inc.   ("Corporate
          Relations").  The  agreements  were for a period of twelve  months and
          included certain marketing  products such as mailings,  press releases
          and  posting  to  websites,  along  with  distributing  due  diligence
          packages to all inquiring brokers and setting up shows for advertising
          purposes.  As consideration  for such services,  the Company agreed to
          sell  19,956  free  trading  shares  of  common  stock  for a total of
          $30,000.  The Company considers these agreements  terminated (See Note
          6(c) below for pending litigation).

                                      F-7
<PAGE>

                 PREMIER MORTGAGE RESOURCES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  FOR THE THREE MONTHS MARCH 31, 2001 AND 2000
                                   (UNAUDITED)


NOTE 6 - COMMITMENTS AND CONTINGENCIES (cont'd)

     b)   Introduction Agreement

          On March 17, 1998, United entered into an Introduction  Agreement with
          Select  Media  Ltd.  Corp.  ("Select  Media") in  connection  with its
          efforts to obtain loans to fund  United's  operations.  The  agreement
          stipulated  that  Select  Media  would  provide  United with names and
          introductions  for the  purpose of  allowing  United to  solicit  such
          individuals for loans. As consideration for such introductions, United
          agreed to pay Select  Media 15% of the amounts  borrowed by United and
          one  warrant to  purchase  stock of the  Company  for each $1 of funds
          loaned to United.  The Company  considers these agreements  terminated
          (See Note 6(c) below for pending litigation).

     c)   Pending Litigation

          i)   During 1998, the Company's  previous transfer agent issued 58,333
               shares of common  stock to  parties  discussed  in notes 6(a) and
               6(b). The Company,  during August 1999,  filed a formal complaint
               in the State of Florida  whereby  the courts  granted a temporary
               restraining  order against the individuals  and/or entities which
               received such stock to prohibit the transfer thereof. The Company
               contended  that such  shares  held by these  individuals/entities
               were wrongfully issued. The Company, based on earlier discussions
               with the various individuals and entities,  submitted an offer to
               settle  whereby the Company  would pay  approximately  $68,000 to
               such entities.  In return for  substantially all of the shares in
               the  complaint  as well as an exchange of mutual  releases by all
               parties.

               The Company had previously  accrued $68,000 which was included in
               accrued  expenses  and charged to  operations.  These  settlement
               discussions  were not  consummated.  As such,  in the year  ended
               December 31, 2000, the Company converted the previously  recorded
               liability  into  equity.  The Company has  continued  to seek the
               cancellation  of such  shares.  Although the Company has recorded
               this litigation in equity,  it is the Company's  belief that they
               will  prevail  in a more  favorable  manner  with  a  substantial
               portion of the common shares being returned.

                                      F-8
<PAGE>

                 PREMIER MORTGAGE RESOURCES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  FOR THE THREE MONTHS MARCH 31, 2001 AND 2000
                                   (UNAUDITED)


NOTE 6       -  COMMITMENTS AND CONTINGENCIES (cont'd)

     c)   Pending Litigation (cont'd)


          ii)  The  LLC  is  party  to  various  legal   proceedings   generally
               incidental to its business as is the case with other companies in
               the same  industry.  The LLC is a defendant in a lawsuit  brought
               forth  on  January  10,  2001   alleging,   breach  of  contract,
               negligence  and  conversion.  The  requested  damages  amount  to
               approximately  $757,000.  The  lawsuit  relates  to  a  law  firm
               retained to perform a closing of a mortgage. The law firm and its
               attorney  received the loan proceeds and then issued a check that
               was returned for  insufficient  funds to the  plaintiff.  The law
               firm and its attorney have since been unable to make restitution.
               The LLC is  presently  seeking  recovery for the damages from the
               lawsuit plus daily  interest and other costs from the related law
               firm and its  attorney.  The LLC has  retained  legal  counsel to
               represent it in seeking various legal remedies for the purpose of
               obtaining  recovery of these monies  against the law firm and the
               individual   attorney.   Counsel  has  not  yet   determined  the
               probability  of recovery and  accordingly,  no provision  for the
               potential  loss has been recorded in the financial  statements of
               the LLC or indirectly by the Company.

               The Company and the LLC believe  that the legal  remedies  sought
               for recovery and their insurance  policies will ultimately  cover
               the potential liability should it occur.

               Although the ultimate  disposition of legal proceedings cannot be
               predicted  with  certainty,  it is the  opinion of the  Company's
               management  that the  outcome  of any claim  which is  pending or
               threatened,  either individually or on a combined basis, will not
               have a materially  adverse effect on the financial  statements of
               the Company.

     d)   Investment in Affiliate at Cost

          The  Company is  committed  to funding the LLC in order for the LLC to
          remain in compliance with various state banking requirements as to its
          net  capital  requirements  until  such time it reaches  its  expected
          revenue level thereby becoming self funding. As of March 31, 2001, the
          Company and United have invested $2,729,285 in the LLC.

                                      F-9
<PAGE>

                 PREMIER MORTGAGE RESOURCES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  FOR THE THREE MONTHS MARCH 31, 2001 AND 2000
                                   (UNAUDITED)


NOTE 7 - REDEEMABLE CONVERTIBLE PREFERRED STOCK

     a)   The 1999 Convertible Preferred Stock

          As part of a private  placement made in December of 1999, 38,000 Units
          were sold to an investor for  $380,000,  with each Unit  consisting of
          ten  shares  of  Series  2000  Convertible  Preferred  Stock  and  ten
          Convertible  Preferred  Stockholder's  Warrants.  The  holder  of  the
          preferred  stock was  entitled to receive a dividend of 8% or $.80 per
          share per annum.  The dividend shall be paid,  whether or not declared
          out of  funds  of the  Company  whether  or not  the  Company  has any
          earnings  and  profits.  No  dividend  shall be paid on the  Company's
          common  stock or any  other  series  of  preferred  stock  until  such
          dividend on  preferred  shares was paid in full.  Commencing  March 1,
          2000,  the  holder  could have the  shares  redeemed  at $10 per share
          within 10 business days following receipt of notice.

          At any time after December 31, 2001, the Company, at its option, could
          have  redeemed  the  whole  of,  or from  time to time any part of the
          preferred  stock by paying in cash $14.70 per share in addition to all
          accrued and unpaid dividends.

          Lastly, such preferred shares were convertible after December 31, 1999
          at the option of the  holder at the lower of $.50 per common  share or
          the  average of the bid and asked  closing  prices for 20  consecutive
          trading  days  ending  on the day  prior to  conversion.  Accrued  and
          accumulated dividends shall be convertible in the same manner.

          On December  29,  2000,  all 38,000  preferred  shares and the related
          accrued  dividends,  at the request of the holder,  were  converted to
          152,000 shares of common stock.

     b)   The 2000 Convertible Preferred Stock

          As part of a second private  placement  during the year ended December
          31, 2000,  55,000 Units were sold to an investor  for  $550,000,  with
          each  Unit  consisting  of  ten  shares  of  Series  2000  Convertible
          Preferred Stock and ten Convertible Preferred Stockholder's Warrants.

          The holder of such  preferred  stock is entitled to receive a dividend
          of 8% or $.80 per share per annum. The dividend shall be paid, whether
          or not  declared,  out of  funds  of the  Company  whether  or not the
          Company has any earnings and profits. No dividend shall be paid on the
          Company's  common stock or any other  series of preferred  stock until
          such  dividend  on these  preferred  shares  have  been  paid in full.
          Commencing  March 31, 2001, the holder can have the shares redeemed at
          $10 per share within 10 business days  following  receipt of notice to
          the Company.  At any time after December 31, 2001, the Company, at its
          option, may redeem the whole of, or from time to time any part of, the
          preferred  stock by paying $14.70 per share in cash in addition to all
          accrued and unpaid dividends.

                                      F-10
<PAGE>

                 PREMIER MORTGAGE RESOURCES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  FOR THE THREE MONTHS MARCH 31, 2001 AND 2000
                                   (UNAUDITED)


NOTE 7 - REDEEMABLE CONVERTIBLE PREFERRED STOCK

     b)   The 2000 Convertible Preferred Stock (cont'd)


          Lastly,  such  preferred  shares shall be  convertible to common stock
          after  December  31,  2000 at the option of the holder at the lower of
          $.33 per  common  share or the  average  of the bid and asked  closing
          prices  for 20  consecutive  trading  days  ending on the day prior to
          conversion.  Accrued and accumulated dividends shall be convertible in
          the same manner.

          On December  29,  2000,  all 55,000  preferred  shares and the related
          accrued  dividends,  at the  request of the holder were  converted  to
          220,000 shares of common stock.

          As of December 29, 2000, the Company had accrued  $58,250 in dividends
          pursuant to the terms of the convertible  preferred  stock  agreements
          which were  converted  in to common stock at the request of the holder
          as stated above.

NOTE 8 -  STOCKHOLDER'S EQUITY

     a)   Sale of Common Stock

          In March of 2001,  the  Company  authorized  the  issuance  of 200,000
          "2001-A"  Common  Stock  Purchase  Warrants.  As  part  of  a  private
          placement made to three  investors,  the Company sold 50,000 Units for
          $200,000,  with each Unit  consisting  of four shares of the Company's
          Common Stock and three "2001-A" Common Stock Purchase Warrants.

          Each 2001-A  Common Stock  Purchase  warrant is  convertible  into one
          share of the Company's common stock. The exercise price is a $1.25 per
          share and the  exercise  period  begins on the date of  issuance,  and
          expires on December 30, 2005. These issuances are considered exempt by
          the Company under Section 4 (2) of the Securities Act.

     b)   Issuance of Common Stock for Officers' Compensation

          During  the  three  months  ended  March  31,  2001,   the   Company's
          President/Chief  Executive Officer and Director/Officer were issued an
          aggregate of 31,250 shares of stock as compensation.  Accordingly,  in
          connection  with  such  issuances,   the  Company  recorded  officers'
          compensation of $31,250.

     c)   Issuance of Common Stock for Services

          During the three months ended March 31,  2001,  the Company  issued an
          aggregate  of 62,000  shares of its common stock in  consideration  of
          professional fees and consulting services.  Accordingly, in connection
          with such issuances, the Company recorded professional fees of $12,000
          and consulting services of $112,000.

                                      F-11
<PAGE>

                 PREMIER MORTGAGE RESOURCES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  FOR THE THREE MONTHS MARCH 31, 2001 AND 2000
                                   (UNAUDITED)


NOTE 9 - RELATED PARTY TRANSACTIONS

     a)   Exclusive Loan Processing Agreement

          On August 12, 1998,  United entered into an Exclusive Loan  Processing
          Agreement ("Processing  Agreement") with the LLC whereby United is the
          exclusive  processing  service  for  the LLC  until  it  acquires  the
          remaining  interest  in  the  LLC.  As  consideration  for  performing
          processing  services for the LLC, the LLC will pay United a processing
          fee for each loan processed.  The Company  discontinued  such services
          effective  July 1, 2000. For the three months ended March 31, 2001 and
          2000,  United  generated loan processing fee income  amounting to $-0-
          and $9,000, respectively.

     b)   Occupancy and Support Expenses

          For the three  months  ended March 31, 2001 and 2000,  pursuant to the
          Telemarketing  and Processing  Agreement,  United incurred expenses of
          $-0- and $38,875,  respectively  which it pays to the LLC for rent and
          other  support  services  in  connection  with the space  utilized  in
          performing   telemarketing  and  processing   services.   The  Company
          discontinued such services effective July 1, 2000

     c)   Due to Related Parties

          Based on the  related  party  transactions  listed  above and  various
          expenses  paid by the LLC,  the amount  due to  related  parties as of
          March 31, 2001 amounted to $114,770.

                                      F-12
<PAGE>

                 PREMIER MORTGAGE RESOURCES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  FOR THE THREE MONTHS MARCH 31, 2001 AND 2000
                                   (UNAUDITED)


NOTE 10 - PRO FORMA FINANCIAL STATEMENTS (UNAUDITED)

          The following pro forma information presents in a condensed format the
          Company's  balance  sheet as of March 31, 2001 and the  statements  of
          operations  for the three  months  ended March 31, 2001 and 2000 as if
          the acquisition of the LLC by United was consummated and considered in
          effect as of January 1, 2000:

                                                         Pro forma
                                                       balance sheet at
                                                        March 31, 2001
                                                       ---------------

           Total assets                                $     5,183,660
                                                       ===============
           Total liabilities                           $     5,035,312
                                                       ===============
           Total stockholders' equity                  $       148,348
                                                       ===============






                                 Pro forma                 Pro forma
                             Statement of operations   Statement of operations
                             for the three months      for the three months
                             ended March 31, 2001      ended March 31, 2000
                           -----------------------    --------------------

           Total income    $           456,270         $      84,799
                           ----------------------      -------------------
           Total expenses  $           751,686         $     415,809
                           --------------------        -------------------
            Net loss       $          (295,416)        $    (331,010)
                           ---------------------       -------------------

          This pro forma  information  regarding the Company's balance sheet and
          statements of operations is been presented for disclosure purposes and
          does not purport to be indicative of the Company's  financial position
          and results of operations  which would have actually  resulted had the
          acquisition of the LLC occurred as of January 1, 2000.

NOTE 11 - SUBSEQUENT EVENT (UNAUDITED)

          Employment Agreement

          An employment agreement with the President and Chief Executive Officer
          of the Company,  provides for an annual base salary,  a  discretionary
          bonus and  annual  stock  options  based upon  achievement  of various
          performance and  profitability  targets.  The agreement has an initial
          term of 3 years and will automatically  renew for additional  one-year
          terms,  provided that either party may  terminate  the agreement  upon
          12-months prior notice.  The agreement  contains certain covenants not
          to compete for a period  ending on the later of the first  anniversary
          of the  termination  of his  employment  and April 1, 2004. If (i) the
          Company  terminates  the agreement for any reason other than for cause
          or upon his  disability,  (ii) he terminates  his  employment for good
          reason,  or (iii) in connection with or following a change in control,
          his  position  is  eliminated  or he no  longer  serves  as our  Chief
          Executive Officer with power,  authority and responsibility  attendant
          to such  office,  then the  Company  must pay an agreed  upon lump sum
          payment as well as provide for full vesting of all stock.

                                      F-13
<PAGE>

                 PREMIER MORTGAGE RESOURCES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  FOR THE THREE MONTHS MARCH 31, 2001 AND 2000
                                   (UNAUDITED)



NOTE 11 - SUBSEQUENT EVENT (UNAUDITED)

          Employment Agreement (cont'd)

          The  Company  also has an  agreement  with a  Director/Officer  of the
          Company that provides for a nominal directors  compensation and annual
          stock options based upon  achievement of various  Company  performance
          goals  and an  agreement  to serve on the  Board of  Directors  for an
          initial  term  of  three  years  and  will  automatically   renew  for
          additional  one-year  terms,  provided that either party may terminate
          the agreement  upon  12-months  prior notice.  The agreement  contains
          certain  covenants  not to compete for a period ending on the later of
          the first  anniversary of the  termination of his employment and April
          1, 2004.  If (i) the Company  terminates  the agreement for any reason
          other than for cause or upon his  disability,  (ii) he terminates  his
          Directorship for good reason, or (iii) in connection with or following
          a change in control, his position is eliminated or he no longer serves
          as a Director with power,  authority and  responsibility  attendant to
          such office,  then the Company must an agreed upon lump sum payment as
          well as full vesting of all stock.

                                      F-14




<PAGE>

ITEM II    MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

The following discussion and analysis should be read in conjunction with the
financial statements of Premier Mortgage Resources, Inc. ("the Company") and
summary of selected financial data for United National Mortgage, LLC ("UNM"),
the Company's 2% owned subsidiary, as shown below. This discussion should not be
construed to imply that the results discussed herein will necessarily continue
into the future, or that any conclusion reached herein will necessarily be
indicative of actual operating results in the future. Such discussion represents
only the best present assessment of the management of the Company.

Overview

The Company is organized to act as a holding company responsible for raising
funds for United National, Inc. ("UNI"), its wholly owned subsidiary and UNM. As
a holding company, the Company, through its wholly owned subsidiary UNI,
provides certain executive management functions to UNM, but has no significant
business operations of its own. All business operations are conducted by UNM,
which performs all line functions. We provide staff functions to our
subsidiaries, such as overall management, strategic direction, financing, legal
services, accounting and related services including cash management and
budgeting, marketing, and public relations/advertising.

We provide services and financing to our subsidiary, UNI, which in turn, owns a
2% interest in UNM. The function of UNM is to offer mortgage banking business
operations.

Analysis of Premier Mortgage Resources, Inc.

The revenues of the Company, through its subsidiary, United National, Inc., were
$ -0- for the first three months of 2001, and $9,000 for the first three months
of 2000. These revenues had been derived from the Company's efforts in providing
telemarketing and loan processing services for UNM. The decrease in 2001 over
2000 is due to the discontinuance of UNM's telemarketing and processing
division. Telemarketing was deemed to be unprofitable and UNM has since begun to
emphasize mortgage origination activities toward UNM's retail and wholesale
mortgage banking division.

Total expenses for the Company were $187,813 for the first three months of 2001.
For the first three months of 2000, total expenses were $59,565. Selling,
general and administrative expenses for related party for 2001 decreased over
2000 due to a reduction of expenses associated with the discontinued
telemarketing efforts. However, in the first quarter of 2001, the Company
recorded expenses of $155,250 which represents the cost associated with the
issuance of Premier Common Stock in exchange for advisory services. Premier
believes that many of these costs are associated with one-time non-recurring
public start-up costs associated with its capital raising efforts and successful
efforts to obtain a stock exchange listing.
<PAGE>

The Company recorded a net loss of $187,813 for the first three months of 2001
vs. a net loss of $50,565 for the first three months of 2000. The net loss
increased due to costs associated with stock issued for services offset by fewer
non-recurring costs associated with discontinued operations.

In the first quarter 2001, through issuance of Units in a private placement, the
Company raised $200,000 in capital. Each Units in the private placement
consisted of four shares of our Common Stock and three 2001-A Common Stock
Purchase Warrants and were sold at $4.00 per Unit.

We believe that our marketing plan will have a positive impact on capital
resources and liquidity. As such, our reliance on capital contributions to fund
operating losses should dissipate in favor of positive cash flow, self-funding
operations. While there is no guarantee that these marketing plans, revenue
enhancement goals and acquisition strategies will be successful, we believe that
we have identified specific short-term objectives that should impact cash flow
on a positive basis and restore profitability.

Analysis of United National, Inc.

Our first tier subsidiary, United National, Inc. ("UNI") previously derived
revenues by billing UNM at a contractually agreed upon rate for mortgage loan
processing. Its expenses included the payroll cost, leased space, and general
and administrative costs of mortgage personnel engaged in these activities.
These contractual services have been discontinued due to UNM's decision to close
its telemarketing division in favor of expanding its traditional retail and
wholesale mortgage banking activities.

The transactions between UNI and UNM are of an inter-company nature and
therefore do not form the basis for a more complete understanding of the nature
of the core mortgage banking activities of UNM. The results of UNM are currently
not combined into our results. Upon approval of the change in control by the New
York State Banking Department, as discussed elsewhere in this document, the
remaining 98% of UNM will be transferred to United National, Inc. At that time,
our results of operations will include the results of operations of UNM and
thereby give the reader a more complete understanding of UNM's core business.
<PAGE>

Analysis of United National Mortgage, LLC ("UNM")

Reorganization efforts:

In the fourth quarter of 1999 UNM entered into a management reorganization
involving the appointment of Joseph A. Cilento, CPA, CMB, as new President and
Chief Executive Officer. The plan included the closing of marginal and
unprofitable branch offices, involuntary headcount reductions and significantly
curtailed discretionary expenditures. UNM focused on recruitment and retention
of qualified, commission based loan officers. UNM believes that these efforts
have produced increased sales and origination activity, reduced overhead,
improved gross pricing margins, and enabled more efficient operations. The
pipeline of mortgage loans in process has increased steadily since December 1999
and is expected to generate increased cash flow for operations in fiscal year
2001.

As discussed elsewhere in this document, our operations and potential for
success are largely based upon the outcome of operations for the core mortgage
banking business of UNM.

UNM is engaged in the business of mortgage banking and is focused on expanding
its origination of residential mortgage loans. UNM is in the residential and
wholesale mortgage banking business. Its primary focus is the retail and
wholesale origination and sale of mortgage loans for one-to-four family
properties. UNM is an approved loan correspondent with several major national
lenders . UNM originates loans and closes them in UNM's name using funds from a
warehouse line of credit. UNM became an FHA Direct Endorsement lender in May
2000. After the closing of the loan, a package of documents is sent to the
mortgage purchaser, the investor reviews the documents and purchases the loan by
wiring the funds to our warehouse bank. The difference between the amounts we
close the loan for and the amount the investor pays the warehouse line
constitutes part of the profit on that particular transaction.

UNM's strategy is to expand its retail and wholesale loan origination business.
Increased loan origination will expand its revenue base. UNM intends to continue
to sell loans after closing to permanent investors and does not foresee our
maintenance of the mortgage's servicing rights. Servicing is a process whereby a
mortgage company collects the mortgage payment and any escrows for taxes and
insurance from borrowers. Companies that service loans make a small fee on each
transaction. UNM does not plan to enter the servicing business. UNM sells its
right to collect the payments to the permanent investor to whom the loans have
been sold. As a result, the company realizes immediate cash from the sale of
these mortgage-servicing rights. By selling the servicing rights, UNM does not
retain the risk of the underlying mortgage being refinanced by the borrower thus
ending the income stream from servicing.

Management of UNM believes that its business plan of combining expanded loan
origination along with the Company's continuing objective of improving operating
efficiencies will place it in a strong competitive position in the mortgage
industry.

UNM sells the mortgage loans it originates as well as their related servicing
rights to institutional buyers. There are no plans, at present, to hold onto
loans for investment purposes. UNM is dependent on the sale of these loans into
the secondary market in order to generate cash to support operations.

UNM's primary focus is to expand the network of regional sales offices that
employ commission based loan officers. These loan officers will solicit loan

<PAGE>

applications by calling on established referral sources. The cost of the
regional sales offices will be borne by UNM. UNM attracts successful loan
officers into the Company in key markets through this retail branch strategy.
All branches operate under the United National Mortgage corporate name. UNM's
corporate office provides marketing, technology and business systems to UNM's
sales Office. UNM believes this will enable UNM to rapidly grow into a mortgage
institution national in scope by attracting the best available mortgage
personnel. During February 2000, UNM opened a new retail mortgage sales office
in Westport, CT.

UNM also solicits mortgage loans through a wholesale mortgage strategy whereby
the loans are originated through wholesale mortgage brokers and submitted to UNM
for prior approval and funding. In April 2000, UNM opened a new wholesale
mortgage sales branch in Schenectady, New York. This office originates primarily
FHA mortgages loan transactions that it attracts through its network of
wholesale mortgage brokers. During March 2000, UNM opened a new wholesale
mortgage sales office in upstate NY.

The traditional loan origination channels that UNM currently employs include the
following current objectives:

     -    Open new retail and wholesale branch offices in selected markets

     -    Hire additional loan officers to solicit loans

     -    Increase consumer awareness through direct advertising and marketing

     -    Selectively consider and pursue strategic alliances with
          national-based referral sources such as affinity groups, trade
          associations, etc.

     -    Strategic acquisitions of mortgage companies in the industry

<PAGE>



Selected Summary Financial Data of United National Mortgage, LLC

<TABLE>
<CAPTION>



                              FIRST QUARTER ENDED 3/31/01       FIRST QUARTER ENDED 3/31/00
                              --------------------------------  ---------------------------

<S>                             <C>                                    <C>
Income Statement Data:

Revenues                        $ 456,270                              $     83,617

Selling, General and

Admin. Expenses                 $ 563,874                              $    348,254

(Loss) Before Income

    Taxes                       $ (107,604)                            $   (258,466)

Comprehensive LOSS              $ (107,604)                            $   (258,466)

Balance Sheet Data:

Cash & Cash Equivalents         $   49,859                             $    139,596

Mortgage Loans

    Held for Sale, Net          $ 4,286,464                            $    189,000

Total Assets                    $ 5,295,751                            $  1,151,771

Warehouse line of

        Credit Payable          $ 4,213,211                            $    188,996

Other Liabilities               $   663,135                            $    607,956

Total Stockholder

       Equity                   $   419,405                            $    362,818

Operating Data:

Total Mortgage

Originations                    $13,743,000                            $  5,000,000

</TABLE>

<PAGE>


Analysis of Three months ended March 31, 2001 vs. March 31, 2000

Revenues from the sale of mortgages and other income for the first quarter ended
March 31, 2001 and March 31, 2000 was $456,270 and $83,617 respectively,
representing an increase of $372,653. These revenues are derived from
origination fees, discount points, service released premium and ancillary fee
income from residential mortgage transactions as well as interest income and
rental income. The increase in revenues is attributable to a higher volume of
closed loan transactions over the prior year comparable quarter as well as
higher average fee income per loan.

Operating expense including warehouse line of credit interest expense was $
563,874 for the quarter ending March 31, 2001, and $348,254 for the quarter
ending March 31, 2000. Operating expenses primarily include commission expense
to sales people, payroll and related payroll taxes as well as general and
administrative expenses. Commission expense, a variable expense, increased over
the comparable quarter of the prior year due to higher closed loan volume.
Recurring fixed expenses for salaries, rent and general and administrative
expenses decreased due to UNM's cost reductions implemented in 2000. These
reductions were partially offset by non-recurring costs associated with
curtailed or closed operations due to the previously announced restructuring of
UNM's business.

The net loss for the first three months ended March 31,2001 was $107,604 vs. a
loss for the three months ended March 31, 2000 of $258,466. The decrease in loss
is due to the cumulative effect of enhanced revenues and reduced recurring
expenses associated with the company's restructure of operations.

We have not generated any profits since inception. This is due to non-recurring
start up costs, limited operating history as well as certain reorganization
costs associated with discontinued branch offices, headcount reductions and
other expenses in 2000 designed to restore the Company to profitability.
Revenues from mortgage closings do not cover operating expenses due to an
insufficient number of mortgage closings to cover operating costs and start up
costs. There can be no guarantee that expected revenues for fiscal year 2001
will increase enough to cover operating costs or that the Company will add
enough closing volume to reach profitability.

Capital Resources and Liquidity

During the first quarter, we raised a total of $200,000 from the sale of Units
in a private placement to three investors.

It is expected that cash generated from operations during the second and third
quarters of 2001 will increase significantly. This is due to a higher volume of
loan applications taken during the first quarter, which are expected to close in
the second quarter 2001. Cash generated from operations is expected to reduce
the Company's reliance on capital raised through stock offerings as UNM becomes
self-sufficient. The Company has begun to generate positive cash flow in recent
months.



<PAGE>

                                     PART II

ITEM I  LEGAL PROCEEDINGS

Except as described below we are not engaged in any pending legal proceedings.
We are not aware of any legal proceedings pending, threatened or contemplated,
against any of our officers and directors, respectively, in their capacities as
such.

During 1998, the Company's previous transfer agent issued 58,333 shares of
common stock to parties discussed in notes 6(a) and 6(b). The Company, during
August 1999, filed a formal complaint in the State of Florida whereby the courts
granted a temporary restraining order against the individuals and/or entities,
which received such stock to prohibit the transfer thereof. The Company
contended that such shares held by these individuals/entities were wrongfully
issued. The Company, based on earlier discussions with the various individuals
and entities, submitted an offer to settle whereby the Company would pay
approximately $68,000 to such entities. In return for substantially all of the
shares in the complaint as well as an exchange of mutual releases by all
parties.

The Company had previously accrued $68,000 which was included in accrued
expenses and charged to operations. These settlement discussions were not
consummated. As such, in the year ended December 31, 2000, the Company converted
the previously recorded liability into equity. The Company has continued to seek
the cancellation of such shares. Although the Company has recorded this
litigation in equity, it is the Company's belief that they will prevail in a
more favorable manner with a substantial portion of the common shares being
returned.

ITEM 2  CHANGES IN SECURITIES

On January 31, 2001, the Company issued to its President/CEO and its
Vice-President 31,250 post split shares.


<PAGE>

On March 1, 2001 55,000 shares were issued to financial consultants in exchange
for services. This issuance was considered exempt by reason of Section 4(2) of
the Securities Act. Also, on that date, we issued 1,000 shares to a consultant
in exchange for his marketing services.

On March 20, 2001, we issued 6,000 shares (post-split) to our legal counsel in
exchange for legal services. This issuance was considered exempt by reason of
Section 4(2) of the Securities Act.

Also in March of 2001, we sold 50,000 units in a private placement to three
individuals for total proceeds of $200,000. That private placement was for the
sale of Units, with each Unit consisting of four shares of our Common Stock and
three 2001-A Common Stock Purchase Warrants at $4.00 per Unit. We consider these
issuances to be exempt by reason of Section 4(2) of the Securities Act.

ITEM 3     DEFAULTS UPON SENIOR SECURITIES

There have been no defaults upon senior securities.

ITEM 4     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of shareholders in the first quarter of
2001.

ITEM 5     OTHER INFORMATION

The LLC is party to various legal proceedings generally incidental to its
business as is the case with other companies in the same industry. The LLC is a
defendant in a lawsuit brought forth on January 10, 2001 alleging, breach of
contract, negligence and conversion. The requested damages amount to
approximately $757,000. The lawsuit relates to a law firm retained to perform a
closing of a mortgage. The law firm and its attorney received the loan proceeds
and then issued a check that was returned for insufficient funds to the
plaintiff. The law firm and its attorney have since been unable to make
restitution. The LLC is presently seeking recovery for the damages from the
lawsuit plus daily interest and other costs from the related law firm and its
attorney. The LLC has retained legal counsel to represent it in seeking various
legal remedies for the purpose of obtaining recovery of these monies against the
law firm and the individual attorney. Counsel has not yet determined the
probability of recovery and accordingly, no provision for the Company has
recorded the potential loss in the financial statements of the LLC or
indirectly. The Company and the LLC believe that the legal remedies sought for
recovery and their insurance policies will ultimately cover the potential
liability should it occur.

Although the ultimate disposition of legal proceedings cannot be predicted with
certainty, it is the opinion of the Company's management that the outcome of any
claim which is pending or threatened, either individually or on a combined
basis, will not have a materially adverse effect on the financial statements of
the Company.
<PAGE>

ITEM 6     EXHIBITS AND REPORTS ON FORM 8K

           (a)    EXHIBIT INDEX

No.       Description of Exhibit

---       ----------------------

*3.1      Articles of Incorporation of Mortgage Resources, Inc., dated
          August 17, 1995

*3.2      Articles of Amendment, dated October 16, 1995

*3.3      Annual List, changing corporate name to Premier Mortgage Resources,
          Inc., dated August 20, 1997

*3.4      Certificate of Reinstatement, dated August 20, 1997

*3.5      Bylaws of Mortgage Resources, Inc.

*3.6      Articles of Incorporation of United National, Inc., dated
          November 21, 1997

*3.7      Articles of Organization of United National Mortgage, LLC, dated
          October 2, 1996

*3.8      Certificate Of Amendment to Articles of Organization of United
          National Mortgage, LLC, dated February 3, 1998

*3.9      Operating Agreement of United National Mortgage, LLC, dated
          July 1, 1996

*3.10     LLC Interest Acquisition Agreement

**3.11    Preferred Stock Designation, Series 1999

**3.12    Preferred Stock Designation, Series 2000

*10.1     Reorganization Agreement, dated July 2, 1998

*10.2     Agreement to Sell Stock, dated April 22, 1998

*10.3     Indemnification Agreement with Donald Wilen

*10.4     Indemnification Agreement with Joseph Cilento

*10.5     Sample Net Branch Agreement

*21.1     Subsidiaries of Registrant

*  Previously filed with Form 10-SB
** Previously filed with Form 10-KSB
<PAGE>

                                   SIGNATURES

     In accordance with requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                 Premier Mortgage Resources, Inc.
                                 --------------------------------
                                  (Registrant)

Date May 15, 2001                 /s/ Joseph Cilento
--------------------              -------------------------------
                                  Joseph Cilento, President, CEO