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 9/30/01

         [ ] 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: 11/15/01 1,320,179

     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        3

                           PART II OTHER INFORMATION                       12

Item 1     Legal Proceedings                                               12
Item 2     Changes in Securities                                           13
Item 3     Default upon Senior Securities                                  13
Item 4     Submission of Matters to a Vote of Security Holders             14
Item 5     Other Information                                               14
Item 6     Exhibits and Reports on Form 8-K                                15





<PAGE>

ITEM I FINANCIAL STATEMENTS


                 PREMIER MORTGAGE RESOURCES, INC. AND SUBSIDIARY

                        CONSOLIDATED FINANCIAL STATEMENTS

         FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000

                                   (UNAUDITED)


                                       2

<PAGE>





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



                                                                     Page
                                                                    number

Consolidated balance sheets at September 30, 2001
(unaudited) and December 31, 2000 (audited)                           F-1

Consolidated statements of operations for the three months
ended September 30, 2001 and 2000 (unaudited)                         F-2

Consolidated statements of operations for the nine
months ended September 30, 2001 and 2000 (unaudited)                  F-3

Consolidated statement of stockholders' equity for the
nine months ended September 30, 2001 (unaudited)                      F-4

Consolidated statements of cash flows for the nine
months ended September 30, 2001 and 2000 (unaudited)                  F-5

Notes to consolidated financial statements (unaudited)            F-6 - F-13



<PAGE>


<TABLE>
<CAPTION>

                                PREMIER MORTGAGE RESOURCES, INC. AND SUBSIDIARY
                                          CONSOLIDATED BALANCE SHEETS

                                                                                 September 30,                December   31,
                                                                                       2001                          2000
                                                                                   (Unaudited)                     (Audited)
<S>                                                                             <C>                          <C>
Current assets:
  Cash                                                                          $               450           $            1,004
                                                                                -------------------           ------------------

   Total current assets                                                                         450                        1,004
                                                                                -------------------           ------------------

Investment in affiliate, at cost                                                          2,779,285                    2,524,285
                                                                                -------------------           ------------------
   Total assets                                                                 $         2,779,735           $        2,525,289
                                                                                ===================           ==================


                                                LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accrued expenses                                                              $           122,598           $          113,946
  Due to related parties                                                                    171,222                       70,554
  Note payable                                                                               50,000                       50,000
                                                                                -------------------           ------------------
    Total current liabilities                                                               343,820                      234,500
                                                                                -------------------           ------------------


Commitments and contingencies                                                                     -                            -
                                                                                -------------------           ------------------

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,
  1,320,179 and 964,429 shares issued and outstanding, respectively                           1,320                         964
  Additional paid-in capital                                                              3,491,843                    3,086,949
  Accumulated deficit                                                                    (1,057,248)                    (797,124)
                                                                                -------------------           ------------------
    Total stockholders' equity                                                            2,435,915                    2,290,789
                                                                                -------------------           ------------------

Total liabilities and stockholders' equity                                      $         2,779,735           $        2,525,289
                                                                                ===================           ==================







          The accompanying notes should be read in conjunction with the
                       consolidated financial statements.

                                      F-1

<PAGE>

                 PREMIER MORTGAGE RESOURCES, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
             FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
                                   (UNAUDITED)

                                                                             2001                    2000
                                                                     -------------------    --------------------
Income - Related Party                                               $                 -    $                  -
                                                                     -------------------    --------------------

Expenses:
    Selling, general, and administrative expenses                                 32,853                  90,549
    Selling, general, and administrative expenses - related party                      -                       -
                                                                     -------------------    --------------------

Total expenses                                                                    32,853                  90,549
                                                                     -------------------    --------------------

Loss from operations before interest expense and provision
for income taxes                                                                 (32,853)                (90,549)

Interest expense                                                                       -                       -
                                                                     -------------------    --------------------

Loss before provision for income taxes                                           (32,853)                (90,549)

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

Net (loss)                                                                       (32,853)                (90,549)

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

Comprehensive net (loss)                                             $           (32,853)   $            (90,549)
                                                                     ====================   =====================

Basic:
    Net (loss) per share                                             $              (.03)   $               (.24)
                                                                     ====================   =====================

Weighted average number of
 common shares outstanding                                                     1,320,179                 373,113
                                                                     ====================   =====================






          The accompanying notes should be read in conjunction with the
                        consolidated financial statements

                                      F-2


<PAGE>


                 PREMIER MORTGAGE RESOURCES, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
                                   (UNAUDITED)
                                                                                        2001                    2000
                                                                         -------------------    --------------------
Income - Related Party                                                   $                 -    $             18,000
                                                                         -------------------    --------------------

Expenses:
    Selling, general, and administrative expenses                                    260,124                 123,908
    Selling, general, and administrative expenses - related party                          -                  77,750
                                                                         -------------------    --------------------

Total expenses                                                                       260,124                 201,658
                                                                         -------------------    --------------------

Loss from operations before interest expense and provision
for income taxes                                                                    (260,124)               (183,658)

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

Loss before provision for income taxes                                              (260,124)               (185,658)

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

Net (loss)                                                                          (260,124)               (185,658)

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

Comprehensive net (loss)                                                 $          (260,124)   $           (185,658)
                                                                         ====================   =====================

Basic:
    Net (loss) per share                                                 $              (.22)   $               (.50)
                                                                         ====================   =====================

Weighted average number of
 common shares outstanding- basic                                                  1,211,818                 366,334
                                                                         ====================   =====================




          The accompanying notes should be read in conjunction with the
                       consolidated financial statements.

                                      F-3

<PAGE>


                 PREMIER MORTGAGE RESOURCES, INC. AND SUBSIDIARY
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001
                                   (UNAUDITED)

                                                                   Additional     Accumulated
                                               Common Stock          Paid-in     Stockholders'
                                            Shares       Amount      Capital        Deficit       Total
                                            ------       ------      -------        -------       -----

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
  officer's compensation rendered
  to the Company                             31,250         31        31,219          --           31,250

Sale of common stock in connection          262,500        263       249,737          --          250,000
     with private offering memorandum

Net loss for the nine months ended
  September 30, 2001                           --         --            --        (260,124)      (260,124)
                                        -----------   --------   -----------   -----------    -----------

Balances at September 30, 2001            1,320,179   $  1,320   $ 3,491,843   $(1,057,248)   $ 2,435,915
                                        ===========   ========   ===========   ===========    ===========



          The accompanying notes should be read in conjunction with the
                        consolidated financial statements

                                      F-4

<PAGE>


                 PREMIER MORTGAGE RESOURCES, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
                                   (UNAUDITED)


                                                                              2001               2000
                                                                        --------------    --------------
Cash flows from operating activities:

   Net (loss)                                                           $     (260,124)   $     (185,658)
   Adjustments to reconcile net (loss) to net
    cash used in operating activities:
         Issuance of common stock for officers' compensation                    31,250            30,000
         Issuance of common stock for services                                 124,000             1,750
   Increase (decrease) in:
         Accrued expenses                                                        8,652             9,000
                                                                        --------------    --------------
Net cash used in operating activities                                          (96,222)         (144,908)
                                                                        ---------------   ---------------

Cash flows from investing activities:

   Investment in affiliate                                                    (255,000)         (575,000)
                                                                        ---------------   ---------------
Net cash used in investing activities                                         (255,000)         (575,000)
                                                                        ---------------   ---------------

Cash flows from financing activities:
   Sale of common stock in connection with
    private placement, net of costs                                            250,000                 -
   Redemption of common stock                                                        -           (20,000)
   Proceeds from sale of preferred stock                                             -           595,000
   Advances from related parties                                               100,668           145,801
                                                                        --------------    --------------
Net cash provided by financing activities                                      350,668           720,801
                                                                        --------------    --------------

Net (decrease) increase in cash                                                   (554)              893

Cash, beginning of period                                                        1,004               250
                                                                        --------------    --------------

Cash, end of period                                                     $          450    $        1,143
                                                                        ==============    ==============

Supplemental disclosure of non-cash flow information:

 Cash paid during the year
    for:

        Interest                                                        $            -    $             -
                                                                        ==============    ===============
        Income taxes                                                    $            -    $             -
                                                                        ==============    ===============
</TABLE>




          The accompanying notes should be read in conjunction with the
                        consolidated financial statements

                                      F-5


<PAGE>

                 PREMIER MORTGAGE RESOURCES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 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 its subsidiary
           United which owns a 2% interest in United National Mortgage, ("LLC")
           which holds a license to operate as a mortgage banking entity.

           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 has performed loan processing and telemarketing
           services for LLC. As of June 30, 2001 United owns approximately a
           2% interest in the LLC which is accounted for under the cost
           method.

           LLC

           The LLC is a limited liability company whereby an officer of the
           Company owns approximately 98% as of September 30, 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. See note 9 for pro-forma financial statements
           relating to the affect of such a consummation of the LLC option by
           the Company.

NOTE 2-       INTERIM RESULTS AND BASIS OF PRESENTATION

           The unaudited financial statements as of September 30, 2001 and for
           the three and nine month periods ended September 30, 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 310 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 September
           30, 2001 and the results of our operations and cash flows for the
           three and nine month periods ended September 30, 2001 and 2000.


                                       F-6

<PAGE>


                 PREMIER MORTGAGE RESOURCES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
                                   (UNAUDITED)

NOTE 2-    INTERIM RESULTS AND BASIS OF PRESENTATION (cont'd)

           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 and nine month periods ended
           September 30, 2001 and 2000 are not necessarily indicative of the
           results to be expected for any subsequent quarter or the entire
           fiscal year. 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.

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 (current director/officer) 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 September 30, 2001, United has a 2% interest in
           the LLC and has invested an aggregate of $2,779,285 into the LLC.

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 September 30, 2001, the loan
          remains unpaid. Accrued interest on the loan amounted to $13,500 as of
          September 30, 2001.

NOTE 5 -  CONVERTIBLE NOTES PAYABLE

          Prior to the Company's reorganization, United issued convertible
          promissory notes amounting to $458,000 with 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 its common stock as of December
          31, 1998.




                                      F-7
<PAGE>

                 PREMIER MORTGAGE RESOURCES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
                                   (UNAUDITED)



NOTE 5 -  CONVERTIBLE NOTES PAYABLE (cont'd)


          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 September 30, 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(d) below for pending litigation).

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(d) below for pending litigation).

c)        Employment Agreement

          Effective April 1, 2001, 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 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 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-8
<PAGE>

                 PREMIER MORTGAGE RESOURCES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
                                   (UNAUDITED)

NOTE 6- COMMITMENTS AND CONTINGENCIES (cont'd)

c)        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.

d)        Pending Litigation

         i) During 1998, the Company's previous transfer agent issued 58,333
          shares of common stock to the 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.

          In July 2001, the parties have all agreed in writing to the returning
          and canceling of all the issued shares in return for approximately 50%
          of newly issued shares and the exchange of mutual general releases.


                                      F-9
<PAGE>

                 PREMIER MORTGAGE RESOURCES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
                                   (UNAUDITED)

NOTE 6- COMMITMENTS AND CONTINGENCIES (cont'd)

      ii)   LLC is party to various legal proceedings generally incidental to
            its business as is the case with other companies in the same
            industry. 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. 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. 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 LLC have also sought remedy from
            their insurance policies. In October 2001, one insurance company has
            paid approximately $350,000 under such policies directly to the
            plaintiff to reduce such requested damages.


            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 consolidated financial
            statements of the Company.


e)      Investment in Affiliate at Cost

            The Company has committed to funding LLC in order for LLC to remain
            in compliance with various state banking requirements as to its net
            capital requirements until such time that it reaches its expected
            revenue level thereby becoming self funding. As of September 30,
            2001, the Company has invested $2,779,285 in LLC.


NOTE 7- 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 ("2001-A Warrants"). Each 2001-A Warrant
        is convertible into one share of the Company's common stock. The
        exercise price is $1.25 per share. 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
        and Exchange Act of 1933.



                                      F-10
<PAGE>

                 PREMIER MORTGAGE RESOURCES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
        FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000 (UNAUDITED)

NOTE 7- STOCKHOLDER'S EQUITY (cont'd)

  a)    Sale of Common Stock (cont'd)
        -----------------------------

        Pursuant to a private placement transaction with three unrelated
        investors in the first quarter of 2001, 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 Warrants.

        In June 2001, the Company sold 62,500 shares of common stock for $50,000
pursuant to a private placement transaction.

  b)    Issuance of Common Stock for Officers' Compensation

        In January 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 nine months ended September 30, 2001, the Company issued an
        aggregate of 62,000 shares of its common stock in consideration for
        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 for the nine months ended
        September 30, 2001.

d)      Stock split and Loss per share
        ------------------------------

        On December 29, 2000, the Company's Board of Directors approved a 10
        for 1 reverse stock split whereby the number of shares of outstanding
        common stock decreased from 9,644,294 to 964,429. All share and per
        share amounts have been restated to retroactively reflect the reverse
        stock split.

        Loss per common share is computed pursuant to Statement of Financial
        Accounting Standards (SFAS) No. 128 "Earnings Per Share" ("EPS"). Basic
        earnings per share is computed as net income (loss) available to common
        shareholders divided by the weighted average number of common shares
        outstanding for the period. Diluted EPS reflects the potential dilution
        that could occur from common shares issuable through stock options,
        warrants and other convertible securities. Diluted EPS is not presented
        since the effect would be anti-dilutive

NOTE 8 - RELATED PARTY TRANSACTIONS

a)      Exclusive Loan Processing Agreement

        On August 12, 1998, United entered into an Exclusive Loan Processing
        Agreement ("Processing Agreement") with LLC whereby United is the
        exclusive processing service for LLC until it acquires the remaining
        interest in LLC. As consideration for performing processing services
        for LLC, LLC will pay United a processing fee for each loan
        processed. The Company discontinued such services effective July 1,
        2000. For the nine months ended September 30, 2000, United generated
        loan processing fee income amounting to $18,000.

b)      Occupancy and Support Expenses

        For the nine months ended September 30, 2000, pursuant to the
        Telemarketing and Processing Agreement, United incurred expenses of
        $77,750, which it pays to 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.



                                      F-11

<PAGE>

                 PREMIER MORTGAGE RESOURCES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
                                   (UNAUDITED)



NOTE 8 - RELATED PARTY TRANSACTIONS (cont'd)

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
        September 30, 2001 amounted to $171,222.



NOTE 9  -  PRO FORMA FINANCIAL STATEMENTS

        The following pro forma information presents in a condensed format the
        balance sheet of Premier Mortgage Resources Inc. and its subsidiary
        United National Mortgage, LLC as of September 30, 2001 and 2000 as if
        the acquisition of the LLC occurred on that date, and the statements
        of operations for the nine months ended September 30, 2001 and 2000 as
        if the acquisition of LLC by Premier had occurred on January 1, 2000
        and 2001:

<TABLE>
<CAPTION>
                                                   Pro forma          Pro forma
                                                balance sheet at    balance sheet at
                                              September 30, 2001   September 30, 2000
                                              ------------------   ------------------
<S>                                               <C>               <C>
Total assets                                      $ 6,866,516       $ 1,861,227
                                                  ===========       ===========
Total liabilities                                 $ 6,705,428       $ 2,036,420
                                                  ===========       ===========
Redeemable preferred stock                        $         0       $   850,000
                                                  ===========       ===========
Total stockholders' equity                        $   161,088       $(1,025,193)
                                                  ===========       ===========


                                               Pro forma                   Pro forma
                                         Statement of operations      Statement of operations
                                           for the three months       for the three months
                                        ended September 30, 2001      ended September 30, 2000
                                        ------------------------      --------------------------
Total income                                    $ 873,848                  $ 515,952
                                                ---------                  ---------
Total expenses                                  $ 809,929                  $ 785,476
                                                ---------                  ---------
Net income (loss)                               $  63,919                  $(269,524)
                                                ---------                  ---------
Net loss per share                              $     .05                  $    (.72)
                                                ---------                  ---------


                                                    Pro forma                       Pro forma
                                             Statement of operations          Statement of operations
                                              for the nine months             for the nine months
                                            ended September 30, 2001            ended September 30, 2000
                                            ------------------------          ------------------------

                    Total income                $ 1,981,342                        $   857,797
                                                -----------                        -----------
                    Total expenses              $ 2,314,015                        $ 1,702,160
                                                -----------                        -----------
                     Net loss                   $  (332,673)                       $  (844,363)
                                                -----------                        -----------
                    Net loss per share          $      (.28)                       $     (2.30)
                                                -----------                        -----------
</TABLE>


      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 LLC occurred.





                                      F-12
<PAGE>

NOTE 10  -  SUBSEQUENT EVENT

     In the fourth quarter of 2001, the Company authorized the issuance of an
     aggregate of 100,000 shares upon the appointment of newly elected outside
     Board of Directors contingent upon services to be performed over the course
     of the next fiscal year. Accordingly, in connection with the issuance of
     such shares, the Company will record Director's compensation over the term
     upon which shares are vested.



NOTE 11 -  RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

     In July 2001, the FASB issued Statement of Financial Accounting Standards
     ("SFAS") No. 141, "Business Combinations" ("FAS 141"). FAS 141 establishes
     new standards for accounting reporting for business combinations and
     requires that the purchase method of accounting be used for all business
     combinations initiated after June 30, 2001. We have adopted this statement.

     In July 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible
     Assets" ("FAS 142"), which establishes new standards for goodwill and other
     intangible assets. Under the new rules, goodwill and indefinite lived
     intangible assets are no longer amortized but are reviewed annually for
     impairment. Separable intangible assets that are not deemed to have an
     indefinite life will continue to be amortized over their useful lives. The
     amortization provisions of FAS No. 142 apply to goodwill and intangible
     assets acquired after June 30, 2001. We are currently assessing the
     financial impact FAS No. 142 will have on our consolidated financial
     statements. Upon the adoption of FAS 142 the Company is required to
     evaluate its existing goodwill and intangible assets from business
     combinations completed before July 1, 2001 and make any necessary
     reclassifications in order to comply with the new criteria in FAS 141 for
     recognition of intangible assets.


                                      F-13


<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"), the
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.

Three months ending September 30, 2001 vs. September 30, 2000

The revenues of the Company, primarily of an intercompany nature, through its
subsidiary, United National, Inc., were $ -0- for the third quarter of 2001 and
$ -0- for the third quarter of 2000.

Total expenses for the Company were $32,853 for the third quarter of 2001. For
the third quarter of 2000, total expenses were $90,549.


The Company recorded a net loss of $32,853 for the third quarter of 2001 vs. a
net loss of $90,549 for the third quarter of 2000. The net loss decreased due to
fewer non-recurring costs associated with discontinued branch office and costs
incurred with capital raising efforts.



                                       3
<PAGE>

Nine months Ending September 30, 2001 vs. September 30, 2000

The revenues of the Company, primarily of an intercompany nature, through its
subsidiary, United National, Inc., were $ -0- for the nine months ending
September 30, 2001 vs. $18,000 for the nine months of 2000. These revenues had
been derived from the Company's efforts in providing telemarketing and loan
processing services for UNM. This is due o 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 $260,124 for the nine months ending
September 30, 2001. For the comparable period of 2000, total expenses were
$203,658. Selling, general and administrative expenses for related party for
2001 increased over 2000 primarily due to the impact of recording expenses
associated with the issuance of stock in exchange for advisory fees, as well as
officers' compensation, taxes and filing fees. This increase was partially
offset due to a reduction of expenses associated with the discontinued
telemarketing efforts.

Premier believes that many of these costs, in particular the expenses associated
with shares issued in exchange for advisory fees 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.

The Company recorded a net loss of $260,124 for the nine months ending September
30, 2001 vs. a net loss of $185,658 for the comparable period of 2000. The net
loss increased due to the non-recurring costs associated with shares issued in
exchange for advisory services, officers' compensation, taxes and filing fees.

CAPITAL RESOURCES AND LIQUIDITY

For the nine months ended September 30, 2001, the net decrease in cash was
approximately $555. Net cash used in operating activities was approximately
$96,000 primarily due to the net loss. Net cash used in investing activities was
approximately $ $255,000 due to the increased cash investment in United National
Mortgage, LLC. Net cash provided by financing activities was approximately
$351,000 due to an increase in sales of equity securities to investors.

The Company may continue to seek additional sources of capital, either through
the sale of equity or through debt instruments to assist the growth in mortgage
loan operations that the Company is seeking. The Company has been reliant on the
proceeds from the sale of stock to fund its prior operating losses. This
reliance has begun to dissipate due to the third quarter profitable operations
at its affiliate companies. While there can be no assurance that additional
capital can be raised, management is optimistic that the Company will be
successful in its capital raising efforts as well as relying on profitability to
lessen the need for additional capital.






                                       4

<PAGE>

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.

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
shave 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.






                                       5
<PAGE>

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
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




                                       6
<PAGE>



Selected Summary Financial Data of United National Mortgage, LLC

<TABLE>
<CAPTION>
                                    Three Months Ended         Nine Months Ended
                                  9/30/01      9/30/00        9/30/01       9/30/00
                                  -------      --------       -------       -------
Unaudited

Income Statement Data:

<S>                           <C>           <C>            <C>            <C>
Revenues                      $   873,848   $   515,952    $ 1,981,342    $   839,797

Selling, General and
Administrative Expenses       $   777,076   $   694,927    $ 2,053,891    $ 1,498,502

Income (Loss) Before Income
    Taxes                     $    96,772   $  (178,975)   $   (72,549)   $  (658,705)

Comprehensive (Loss) Income   $    96,772   $  (178,975)   $   (72,549)   $  (658,705)



                              September 30   December 31
                                  2001         2000
Balance Sheet Data:
Cash & Cash Equivalents      $    6,000   $   63,500

Mortgage Loans
    Held for Sale, Net       $5,857,000   $  990,300

Total Assets                 $7,037,000   $2,074,900

Warehouse line of
        Credit Payable       $5,690,000   $  969,900

Other Liabilities            $  842,500   $  807,400

Total Stockholders'
       Equity                $  504,500   $  297,600

Total Liabilities & Equity   $7,037,000   $2,074,900
                             ==========   ==========




                  3 Months  Ended     3 months Ended   9 months ended    9 months ended
                      9/30/01           9/30/01            9/30/01           9/30/00
                        2001             2000              2001               2000
Unaudited
--------------------------------------------------------------------------------------
Operating Data:

Total Mortgage
         Closings   $ 21,908,000     $ 13,662,000     $ 53,889,000      $ 29,000,000
</TABLE>



                                       7
<PAGE>


Analysis of Three months ended September 30, 2001 vs. September 30, 2000

Revenues from the sale of mortgages and other income for the third quarter ended
September 30, 2001 and September 30, 2000 was $873,848 and $515,952
respectively, representing an increase of approximately 70%. 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
$777,076 for the quarter ending September 30, 2001 and $694,927 for the quarter
ending September 30, 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 profit for the third quarter ended September 30, 2001 was $96,772 vs. a loss
for the three months ended September 30, 2000 of $178,975. This is due to the
cumulative effect of increased revenues and reduced expenses associated with the
Company's restructure of operations and increased operating efficiencies.

The profitability of UNM has begun to change from recurring monthly losses to
monthly profits mid way through the Third Quarter of 2001 for the first time
since inception of the Company. It is expected that profitability will continue
to increase through the fourth quarter of 2001. This is based upon higher
expected revenues from the increased level of loans in process at the Company.
In addition, the Company continues to benefit from the elimination of
non-essential overhead as well as continued operating efficiencies.

UNM has not generated any cumulative 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 expense reductions in fiscal year 2000 designed to restore
the Company to profitability.

Analysis of Nine months ended September 30, 2001 vs. September 30, 2000

Revenues from the sale of mortgages and other income for the nine months ended
September 30, 2001 and September 30, 2000 were $1,981,342 and $839,797
respectively, representing an increase of 135%. 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 period as well as higher
average fee income per loan.


                                       8
<PAGE>

Selling, General and Adminstrative Expenses including warehouse line of credit
interest expense was $2,053,891 for the nine months ending September 30, 2001,
and $1,498,502 for the nine months ending September 30, 2000. Selling, General
and Adminstrative 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
period 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 nine months ended September 30, 2001 was $72,549 vs. a net
loss for the nine months ended September 30, 2000 of $658,705. The decrease in
net loss is due to the cumulative effect of increased revenues and reduced
expenses associated with the company's restructure of operations and increased
operating efficiencies.

The profitability of UNM has begun to change from recurring monthly losses to
monthly profits mid way through the Third Quarter of 2001 for the first time
since inception of the Company. It is expected that profitability will continue
to increase through the fourth quarter of 2001. This is based upon higher
expected revenues from the increased level of loans in process at the Company.
In addition, the Company continues to benefit from the elimination of non
-essential overhead as well as continued operating efficiencies.

UNM has not generated any cumulative 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 expense reductions in fiscal year 2000 designed to restore
the Company to profitability.

LIQUIDITY AND CAPITAL RESOURCES FOR UNITED NATIONAL MORTGAGE, LLC

To originate a mortgage loan, UNM draws against a secured bank line of credit
known as a warehouse facility. UNM has a facility with Provident Consumer
Financial Services, Inc. (PCFS), a subsidiary of Provident Bank, FSB. The PCFS
warehouse facility is for $9.0 million. UNM's warehouse facility is secured by
the mortgages it originates and certain of its other assets. Loans under its
warehouse facilities bear interest at rates that vary depending on the type of
underlying loan, and these loans are subject to sublimits, advance rates and
terms that vary depending on the type of underlying loan and the ratio of UNM's
liabilities to its tangible net worth. Generally, prior to September 30, 2001,
UNM had to fund 2% of the mortgage loan amount from its own cash flow on each
new mortgage loan. Effective October 1, 2001, the warehouse lender eliminated
this requirement thereby freeing up cash flow for UNM.

In addition to the PCFS warehouse facility, UNM has purchase and sale agreements
with various financial institutions to purchase the loans made by UNM. Pursuant
to these arrangements, UNM obtains commitments from the ultimate buyer, which
may be a bank, a pension fund or an investment bank, to purchase its loans.
These loans are then sold to one of these buyers, who subsequently take takes
possession of the original loan collateral and related loan documents and
directly wire the proceeds of sale directly to PCFS in order to pay down the
related warehouse advances. UNM generally receives premiums from the sale of
each loan based on the type of loan, interest rate and maturity date of the
loan.


                                       9
<PAGE>




These purchase and sale agreements allow UNM to continue to efficiently make new
loans. The speed at which UNM can execute the purchase and sale of a loan leads
to a more cost effective use of its warehouse facility resulting in a reduced
interest carrying cost and enhanced profitability. UNM is in compliance with all
operating covenants under this line of credit and expects that an additional
increase in the line will be approved in the third quarter to facilitate its
increasing loan volume.


For the nine months ended September 30, 2001, net cash provided by (used in)
operating, investing and financing activities was approximately ($72,000),
($142,000) and $247,000, respectively. Net cash used in operating activities was
primarily due to the net loss for the period as well as an increase in mortgage
loans receivable and accounts receivable due to loan originations exceeding loan
sales offset by an increase in accrued expenses and other liabilities. Net cash
used in investing activities was principally due to expenses paid by UNM on
behalf of its affiliates. Net cash provided by financing activities was a result
of an increase in capital of $250,000.

At September 30, 2001, UNM had cash and cash equivalents of $6,000 vs. $63,500
at December 31, 2000. Subsequent to October 1, 2001, UNM increased its current
cash position in excess of $100,000 due to the elimination of the 2% requirement
of the warehouse lender and improved line of credit facilities. It is expected
that cash generated from operations should be sufficient to fund general
operations excluding any extraordinary expenditure, such as loan repurchase
requests or the addition of staff or equipment. UNM may continue to seek
additional sources of capital through additional investments by its members.



                                       10
<PAGE>

FORWARD-LOOKING STATEMENTS

This Form 10-Q contains "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, which are intended to be covered by
the safe harbors created thereby. The words "plan," "believe," "anticipate,"
"estimate," "expect," "objective," "projection," "forecast," "goal" or similar
words are intended to identify forward-looking statements. Such statements
involve risks and uncertainties that exist in the Company's operations and
business environment that could render actual outcomes and results materially
different than predicted. The Company's forward-looking statements are based on
assumptions about many factors, including, but not limited to, general
volatility of the capital markets; changes in the real estate market, interest
rates or the general economy of the markets in which the Company operates;
economic, technological or regulatory changes affecting the use of the Internet
and changes in government regulations that are applicable to the Company's
regulated brokerage and property management businesses. These and other factors
are more fully discussed in the Company's prospectus filed with the Securities
and Exchange Commission during the past 12 months. While the Company believes
that its assumptions are reasonable at the time forward-looking statements were
made, it cautions that it is impossible to predict the actual outcome of
numerous factors and, therefore, readers should not place undue reliance on such
statements. Forward-looking statements speak only as of the date they are made,
and the Company undertakes no obligation to update such statements in light of
new information or future events.



                                       11
<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.

A settlement was reached in July 2001 wherein the parties agreed to the return
and cancellation of the certificates in dispute in exchange for new certificates
representing the reduced number of shares (approximately 50% of their initial
holdings) pursuant to the settlement agreement. In addition, the parties
exchanged mutual general releases.

                                       12
<PAGE>

ITEM 2.  CHANGES IN SECURITIES

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

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.

On June 22, 2001, we issued 62,500 in a private placement to an individual
investor for proceeds of $50,000. We consider this issuance 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.





                                       13
<PAGE>

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

LLC is party to various legal proceedings generally incidental to its business
as is the case with other companies in the same industry. 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. 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. 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 LLC or indirectly by the Company. The Company and LLC
have also sought remedy from their insurance policies. In October 2001, one
insurance company has paid approximately $350,000 under such policies directly
to plaintiff to reduce such requested damages.

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.


                                       14
<PAGE>

ITEM 6     EXHIBITS AND REPORTS ON FORM 8K

On November 6, 2001, an amended current report was filed on EDGAR on Form 8-K
disclosing the appointment of a new board of directors. Also, the report
disclosed new members of the Company's management.

           (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


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<PAGE>


*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



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<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:  November 14, 2001          /s/ Joseph Cilento
------------------------          -------------------------------
                                  Joseph Cilento, President, CEO

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