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 6/30/01

         [ ] 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: 6/30/01 1,361,481

     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




ITEM I            FINANCIAL STATEMENTS


                 PREMIER MORTGAGE RESOURCES, INC. AND SUBSIDIARY

                        CONSOLIDATED FINANCIAL STATEMENTS

            FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2001 AND 2000

                                   (UNAUDITED)





<PAGE>



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




                                                                        Page
                                                                       number
--------------------------------------------------------------------------------

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

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

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

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

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

  Notes to consolidated financial statements (unaudited)             F-6 - F-12


<PAGE>




                 PREMIER MORTGAGE RESOURCES, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>

                                     ASSETS



                                                                                       June 30,
                                                                                          2001      December 31,
                                                                                      (unaudited)        2000
                                                                                      -----------    -----------
<S>                                                                                   <C>            <C>
Current assets:

  Cash                                                                                $       217    $     1,004
                                                                                      -----------    -----------
   Total current assets                                                                       217          1,004
                                                                                      -----------    -----------

Investment in affiliate, at cost                                                        2,779,285      2,524,285
                                                                                      -----------    -----------
   Total assets                                                                       $ 2,779,502    $ 2,525,289
                                                                                      ===========    ===========


                                               LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accrued expenses                                                                    $   115,782    $   113,946
  Due to related parties                                                                  144,952         70,554
  Loan payable                                                                             50,000         50,000
                                                                                      -----------    -----------
    Total current liabilities                                                             310,734        234,500
                                                                                      -----------    -----------

Commitments and contingencies (Note 5)                                                        -              -
                                                                                      -----------    -----------

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                                                                  (1,024,395)      (797,124)
                                                                                      -----------    -----------
    Total stockholders' equity                                                          2,468,768      2,290,789
                                                                                      -----------    -----------

Total liabilities and stockholders' equity                                            $ 2,779,502    $ 2,525,289
                                                                                      ===========    ===========
</TABLE>


                                      F-1

    See accompanying notes to consolidated financial statements (unaudited)


<PAGE>





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

<TABLE>
<CAPTION>

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

<S>                                                                         <C>                    <C>
Income - related party                                                      $                 -    $           9,000
                                                                            -------------------    -----------------

Expenses:
  Selling, general, and administrative expenses                                          39,458               14,670
  Selling, general, and administrative expenses - related party                               -               38,875
                                                                            -------------------    -----------------
     Total expenses                                                                      39,458               53,545
                                                                            -------------------    -----------------

Loss from operations before interest expense and
  provision for income taxes                                                            (39,458)             (44,545)

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

Loss before provision for income taxes                                                  (39,458)             (44,545)

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

Net (loss)                                                                             (39,458)
(44,545)

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

Comprehensive net (loss)                                                    $           (39,458)   $         (44,545)
                                                                            ====================   =================

Loss per share-basic                                                        $              (.03)   $            (.12)
                                                                            ====================   =================

Loss per share-diluted                                                      $              (.03)   $            (.12)
                                                                            ====================   =================
Weighted average number of
 common shares outstanding-basic                                                      1,156,740              363,054
                                                                            ===================    =================
Weighted average number of
 common shares outstanding-diluted                                                    1,234,469              363,054
                                                                            ===================    =================

</TABLE>



                                      F-2


     See accompanying notes to consolidated financial statements (unaudited)


<PAGE>

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

<TABLE>
<CAPTION>

                                                                               2001           2000
                                                                          ------------    -----------
<S>                                                                       <C>             <C>
Income - related party                                                    $          -    $    18,000
                                                                          ------------    -----------

Expenses:
  Selling, general, and administrative expenses                                227,271         33,359
  Selling, general, and administrative expenses - related party                      -         77,750
                                                                          ------------    -----------
     Total expenses                                                            227,271        111,109
                                                                          ------------    -----------

Loss from operations before interest expense and
  provision for income taxes                                                  (227,271)       (93,109)

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

Loss before provision for income taxes                                        (227,271)       (95,109)

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

Net (loss)                                                                    (227,271)
(95,109)

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

Comprehensive net (loss)                                                  $   (227,271)   $   (95,109)
                                                                          =============   ============
Loss per share - basic                                                    $       (.20)   $      (.26)
                                                                          =============   ============
Loss per share - diluted                                                  $       (.20)   $      (.26)
                                                                          =============   ============
Weighted average number of
 common shares outstanding - basic                                           1,156,740        363,054
                                                                          =============   ============
Weighted average number of
 common shares outstanding - diluted                                         1,235,469        363,054
                                                                          =============   ============
</TABLE>




See accompanying notes to consolidated financial statement (unaudited)

                                      F-3

<PAGE>



                 PREMIER MORTGAGE RESOURCES, INC. AND SUBSIDIARY
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                     FOR THE SIX MONTHS ENDED JUNE 30, 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
  officer's compensation
  rendered to the Company                31,250             31              31,219                     -                31,250

Sale of units in
 connection with private placement
 transaction                            200,000            200             199,800                     -               200,000

Sale of common stock in
 connection with private placement
 transaction                             62,500             63              49,937                     -                50,000

Net loss for the six months
  ended June 30, 2001                         -              -                   -             (227,271)             (227,271)
                                    -----------   ------------        ------------         -------------         -------------

Balances at June 30, 2001             1,320,179   $      1,320        $  3,491,843         $ (1,024,395)         $   2,468,768
                                    ===========   ============        ============         =============         =============

</TABLE>


     See accompanying notes to consolidated financial statement (unaudited)

                                      F-4

<PAGE>


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


<TABLE>
<CAPTION>



                                                                             2001        2000
                                                                         ---------    ---------
<S>                                                                      <C>          <C>
Cash flows from operating activities:
  Net (loss)                                                             $(227,271)   $ (95,109)
  Adjustments to reconcile net (loss) to net cash used for operating
   activities:
      Officers' contribution                                                   -         20,000
         Issuance of common stock for services                             124,000        1,750
      Issuance of common stock for officers' compensation                   31,250          -
  Increase (decrease) in:
      Accrued expenses                                                       1,836        6,000
                                                                         ---------    ---------
Net cash used for operating activities                                     (70,185)     (67,359)
                                                                         ---------    ---------

Cash flows from investing activities:
  Investment in affiliate                                                 (255,000)    (450,000)
                                                                         ---------    ---------
Net cash used for investing activities                                    (255,000)    (450,000)
                                                                         ---------    ---------

Cash flows from financing activities:
   Proceeds from sale of preferred stock                                       -        470,000
   Sale of common stock in connection with
   private placement, net of costs                                         250,000          -
  Redemption of common stock                                                   -        (20,000)
   Advances from (to) related parties                                       74,398       68,453
                                                                         ---------    ---------
Net cash provided by financing activities                                  324,398      518,453
                                                                         ---------    ---------

Net (decrease) increase  in cash                                              (787)       1,094
Cash, beginning of period                                                    1,004          250
                                                                         ---------    ---------

Cash, end of period                                                      $     217    $   1,344
                                                                         =========    =========


Supplemental disclosure of non-cash flow information: Cash paid during
   the year for:
        Interest                                                          $     -      $     -
                                                                         =========    =========
            Income taxes                                                  $     -      $     -
                                                                         =========    =========

</TABLE>





     See accompanying notes to consolidated financial statements (unaudited)


                                      F-5

<PAGE>


                 PREMIER MORTGAGE RESOURCES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE SIX MONTHS ENDED JUNE 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 our
                    subsidiary  United  which  owns  a  2%  interest  in  United
                    National Mortgage,  ("LLC") which has a license and operated
                    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 United National Mortgage, LLC
                    ("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 June 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 June 30, 2001 and
                    for the three and six month  periods ended June 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  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 June 30, 2001 and the results
                    of our operations and cash flows for the three and six month
                    periods ended June 30, 2001 and 2000.

                                       1
<PAGE>

                 PREMIER MORTGAGE RESOURCES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE SIX MONTHS ENDED JUNE 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 six
                    month  periods  ended  June  30,  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.

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
                    June 30,  2001,  United has a 2% interest in the LLC and has
                    invested an  aggregate of  $2,779,285  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
                    June 30, 2001, the loan remains unpaid.  Accrued interest on
                    the loan amounted to $13,500 as of June 30, 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 its common stock as of December 31, 1998.


                                       2
<PAGE>


                 PREMIER MORTGAGE RESOURCES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE SIX MONTHS ENDED JUNE 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 June 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.





                                       3
<PAGE>

                 PREMIER MORTGAGE RESOURCES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE SIX MONTHS ENDED JUNE 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  individuals  and entities have all agreed
                    to the  returning  and canceling of all the issued shares in
                    return for approximately 50% of newly issued shares. To date
                    these agreements have not been contractually finalized.


                                       4
<PAGE>


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



NOTE 6 -            COMMITMENTS AND CONTINGENCIES (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.

          e)        Investment in Affiliate at Cost

                    The  Company has  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 that it reaches  its  expected  revenue  level  thereby
                    becoming self funding.  As of June 30, 2001, the Company has
                    invested $2,779,285 in the 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.




                                       5
<PAGE>

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



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

          a)        Sale of Common Stock (cont'd)

                    As  part  of a  private  placement  transaction  with  three
                    unrelated  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 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 six  months  ended June 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.

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 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 six months ended June 30, 2000, United
                    generated loan processing fee income amounting to $18,000.

          b)        Occupancy and Support Expenses

                    For the six months  ended  June 30,  2000,  pursuant  to the
                    Telemarketing  and  Processing  Agreement,  United  incurred
                    expenses of  $77,750,  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.

                                       6
<PAGE>


                 PREMIER MORTGAGE RESOURCES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE SIX MONTHS ENDED JUNE 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 June 30, 2001 amounted to $144,952.

NOTE      9 -       PRO FORMA FINANCIAL STATEMENTS

                    The following pro forma information  presents in a condensed
                    format the  Company's  balance sheet as of June 30, 2001 and
                    the  statements of operations  for the six months ended June
                    30, 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
                                                                June 30, 2001
                                                                -------------
                          Total assets                        $      4,826,193
                                                              ================
                          Total liabilities                   $      4,759,024
                                                              ================
                          Total stockholders' equity          $         67,169
                                                              ================

<TABLE>
<CAPTION>

                                                        Pro forma                               Pro forma
                                                Statement of operations                   Statement of operations
                                                     for the six months                     for the six months
                                                    ended June 30, 2001                    ended June 30, 2000
                                                ----------------------------            ---------------------------


                          <S>                       <C>                                      <C>
                          Total income              $   1,107,494                            $   341,845
                                                    --------------                           -----------
                          Total expenses            $   1,504,089                            $   916,684
                                                    -------------                            -----------
                           Net loss                 $    (396,595)                           $  (574,839)
                                                    --------------                           ------------
</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
                    the LLC occurred as of January 1, 2000.




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.

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

The revenues of the Company, primarily of an intercompany nature, through its
subsidiary, United National, Inc., were $ 0 for the second quarter of 2001, and
$9,000 for the second quarter 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.


                                       7
<PAGE>


Total expenses for the Company were $39,458 for the second quarter of 2001. For
the second quarter of 2000, total expenses were $53,545. 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.
Many of these costs are associated with officers compensation, taxes and filing
fees.

The Company recorded a net loss of $ 39,458 for the second quarter of 2001 vs. a
net loss of $44,545 for the second quarter of 2000. The net loss decreased due
to fewer non-recurring costs associated with discontinued operations and costs
incurred with capital raising efforts.

Six Months Ending June 30, 2001 vs. June 30, 2000

The revenues of the Company, primarily of an intercompany nature, through its
subsidiary, United National, Inc., were $ 0 for the six months ending June 30,
2001 vs $ 18,000 for the first half 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 $227,271 for the six months ending June 30,
2001. For the comparable period of 2000, total expenses were $ 111,109. 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 $ 227,271 for the six months ending June 30,
2001 vs. a net loss of $95,109 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 six months ended June 30, 2001, the net decrease in cash was
approximately $1,000. Net cash used in operating activities was approximately
$70,000, primarily due to the net loss. Net cash used in investing activities
was approximately $255,000 due to the increased cash investment in the Company's
subsidiary United National, Inc. and its investment in United National Mortgage,
LLC. Net cash provided by financing activities was approximately $325,000 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 in favor of generally more 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. 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.



                                       8
<PAGE>

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 significant
lycurtailed discretionary expenditures. UNM focused on recruitment and retention
of qualified, commission based loan officers. UNM believes that these effort
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 ender 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.


                                       9
<PAGE>

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



Selected Summary Financial Data of United National Mortgage, LLC
<TABLE>
<CAPTION>

                                 Three Months Ended             Six Months Ended
                                      June 30,                      June 30,
                                 2001           2000           2001          2000
Unaudited                        ---------------------       ----------------------
<S>                             <C>           <C>           <C>          <C>

Income Statement Data:

Revenues                        $ 651,224     $ 259,328     $ 1,107,494  $  342,945

Selling, General and
Admin. Expenses
                                $ 712,944     $ 518,491     $ 1,276,818  $  866,745
Loss Before Income
    Taxes                       $ (61,720)    $(259,163)    $  (169,324) $ (523,800)

Comprehensive Loss              $ (61,720)    $(259,163)    $  (169,324) $ (523,800)



                                                            June 30,      December 31,
                                                              2001           2000
                                                            ------------------------
Balance Sheet Data:
Cash & Cash Equivalents                                     $    39,375  $    28,321

Mortgage Loans
    Held for Sale, Net                                      $ 4,107,215  $ 2,367,654

Total Assets                                                $ 4,970,928  $ 3,184,444
                                                            ------------------------

Warehouse line of
        Credit Payable                                      $ 3,527,312  $ 2,226,776

Other Liabilities                                           $ 1,035,930  $   635,657


<PAGE>


Total Stockholder
       Equity                                               $   407,686  $   322,011

Total Liabilities & Equity                                  $ 4,970,928  $ 3,184,444
                                                            ------------------------


                                   Three  Months  Ended           Six Months Ended
                                  June 30,      June 30,      June 30,    June 30,
                                   2001           2000          2001          2000
                                ------------------------   ------------------------
Unaudited

Operating Data:

Total Mortgage
         Closings               $18,239,000  $ 10,338,000  $ 31,982,000   $ 15,338,000

</TABLE>

                                       10
<PAGE>


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

Revenues from the sale of mortgages and other income for the first quarter ended
June 30, 2001 and June 30, 2000 was $651,224 and $259,328 respectively,
representing an increase of 250 %. 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 $
712,944 for the quarter ending June 30, 2001, and $ 518,491 for the quarter
ending June 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 net loss for the second quarter ended June 30,2001 was $ 61,720 vs. a loss
for the three months ended June 30, 2000 of $ 259,163. The decrease in loss is
due to the cumulative effect of enhanced revenues and reduced expenses
associated with the company's restructure of operations and increased operating
efficiencies resulting in lower cost per unit of revenue.

The profitability of UNM has begun to change from recurring monthly losses to
monthly profits mid way through the Second Quarter of 2001 for the first time
since inception of the Company. It is expected that profitability will continue
to increase through the third and fourth quarters 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 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 Six months ended June 30, 2001 vs. June 30, 2000

Revenues from the sale of mortgages and other income for the six months ended
June 30, 2001 and June 30, 2000 were $1,107,494 and $342,945 respectively,
representing an increase of 322 %. 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.

Operating expense including warehouse line of credit interest expense was $
1,276,818 for the six months ending June 30, 2001, and $ 866,745 for the six
months ending June 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 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 six months ended June 30,2001 was $ 169,324 vs. a net loss
for the six months ended June 30, 2000 of $ 523,800. The decrease in loss is due
to the cumulative effect of enhanced revenues and reduced expenses associated
with the company's restructure of operations and increased operating
efficiencies resulting in lower cost per unit of revenue.

The profitability of UNM has begun to change from recurring monthly losses to
monthly profits mid way through the Second Quarter of 2001 for the first time
since inception of the Company. It is expected that profitability will continue
to increase through the third and fourth quarters 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.




                                       11
<PAGE>

UNM has 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 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 entered into a facility with Provident
Consumer Financial Services, Inc. (PCFS), a subsidiary of Provident Bank, FSB.
The PCFS warehouse facility is for $ 6.0 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, UNM must advance 2% of
the loan amount from its own funds on each new loan.

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.

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 six months ended June 30, 2001, net cash provided by (used in)
operating, investing and financing activities was approximately ($184,000),
($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.

For the comparable six months ended June 30, 2000, net cash provided by (used
in) operating, investing and financing activities was approximately ($496,000),
($290,000) and $410,000, 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 due to expenses paid of UNM on behalf of its
affiliates and purchases of equipment and furniture and fixtures for the
offices. Net cash provided by financing activities was a result of capital
contributions from its members.

At June 30, 2001, UNM had cash and cash equivalents of $ 39,000 vs. $28,000 at
December 31, 2000. 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.

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


                                       12
<PAGE>

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.


                                    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.

On April 23, 2001, the Company submitted another offer to settle whereby the
Company proposed to allow the various individuals and entities to retain fifty
percent of the issued shares. On April 26, 2001, Select Media accepted the offer
by the Company. On May 1, 2001, the two individuals counter offered the
settlement offer and the Company on May 2, 2001 counter offered their proposal.
On May 16, and May 21, 2000, the settlement was signed, in counterparts, by
agents of the parties.

The remaining defendant, Gulf Atlantic, has agreed to similar settlement, and is
expected to sign a settlement agreement imminently.

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.



                                       13
<PAGE>

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.

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.


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



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*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

 10.6     Employment Agreement with Joseph Cilento

*21.1     Subsidiaries of Registrant


*  Previously filed with Form 10-SB
** Previously filed with Form 10-KSB


                                   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 August 14, 2001               /s/ Joseph Cilento
--------------------              -------------------------------
                                  Joseph Cilento, President, CEO








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