SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 FORM 10-KSB

             [X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                   For the Fiscal Year Ended December 31, 2000
                                       OR
              [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                   OF THE SECURITIES AND EXCHANGE ACT OF 1934
                       for the transaction period from to

                         Commission File Number 0-27987

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

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


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

Issuer's telephone number        (845) 561-7770
                         -----------------------------------------------------

Securities registered under Section 12(b) of the Exchange Act:


         Title of each class                  Name of each exchange on which
                                                Securities are registered
-------------------------------------      -----------------------------------

-------------------------------------      -----------------------------------
         Securities registered under Section 12(g) of the Exchange Act:

                                  Common Stock
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                                (Title of class)

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                                (Title of class)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d)of the  Exchange  Act during the past 12 months (or for such  shorter
period that the registrant  was required to file such reports),  and 2) has been
subject to such filing requirements for the past 90 days.
Yes [X]  No [ ]

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

The Issuer's revenues for the most recent fiscal year were $ 18,000.

The  aggregate  market  value  of the  Common  Stock of the  Registrant  held by
non-affiliates  of the  Registrant  on December 31,  2000,  based on the average
closing  bid and asked price of the Common  Stock as quoted on the OTC  Bulletin
Board on such date, was approximately $2,737,024.

The number of shares of the Registrant's Common Stock outstanding as of December
31, 2000 was 964,429 shares after giving effect to the one for ten reverse split
effectuated by the Company on February 1, 2001.


Our table describing  security  ownership (Part III, Item 11) reflects ownership
as of the most recent practicable date to filing,  April 2, 2001, as required by
Regulation  S-B. As of the date of this  registration  statement,  the number of
shares  of the  Registrant's  Common  Stock  outstanding  as of April 2, 2001 is
1,257,714 shares.


                                       1

<PAGE>


TABLE OF CONTENTS

PART I                                                                      PAGE

Item 1    Description of Business                                            3

Item 2    Description of Property                                            9

Item 3    Legal Proceedings                                                 10

Item 4.   Submission of Matters to a Vote of Security Holders               11


PART II

Item 5.   Market for Registrant's Common Equity and Related Stockholder
          Matters                                                           11

Item 6.   Management's Discussion and Analysis of Financial Condition and
          Results of Operation                                              12

Item 7.   Financial Statements                                              17

Item 8.   Changes and Disagreements with Accountants on Accounting and
          Financial Disclosure                                              17

PART III

Item 9.   Directors and Executive Officers, Promoters and Control Persons;
          Compliance With Section 16(a) of the Exchange Act                 19

Item 10.  Executive Compensation                                            19

Item 11.  Security Ownership of Certain Beneficial Owners and Management    19

Item 12.  Certain Relationships and Related Transactions                    21

Item 13.  Exhibits and Reports on Form 8-K                                  23



                                       2


<PAGE>



                                     PART I
ITEM 1. DESCRIPTION OF BUSINESS

Office

Premier  Mortgage  Resources  Inc.  ("we",  "us"  or  "the  Company")  currently
maintains its principal  office at 280 Windsor  Highway,  New Windsor,  New York
12553 where its telephone  number is  (845)561-7770  and its facsimile number is
(845)561-7749.

Organization/Historical Background

The  Company  was  originally  incorporated  in  Nevada on  August  17,  1995 as
"Mortgage Resources, Inc." The Company was inactive following its organization
and its charter was revoked on April 26, 1997 by the State of Nevada for failure
to file its  1996-1997  Annual List of Officers and  Directors.  Its charter was
reinstated on August 20, 1997;  however,  during the period that its charter was
revoked another corporation had taken the name "Mortgage  Resources,  Inc." and,
therefore, the Company changed its name to "Premier Mortgage Resources, Inc." in
order to secure reinstatement.

On April 22, 1998 (formalized on June 9, 1998) the Company entered into an
Agreement and Plan of Reorganization  with Donald S. Wilen, the sole stockholder
of United  National,  Inc.,  the  manager  and holder of a 2% interest in United
National  Mortgage,  LLC, a mortgage  banker.  On July 2, 1998, under that Plan,
which was structured as a tax-free, stock-for-stock exchange pursuant to Section
358(a)(1)(B)  of the  Internal  Revenue  Code,  the Company  acquired all of the
issued and  outstanding  shares of United  National,  Inc. in  exchange  for the
issuance of 377,778  shares  (after  giving  effect to the 1 for 6 reverse stock
split effective on April 12, 1999) of the Company's Common Stock.

United National, Inc. was incorporated in the State of Nevada on November 21,
1997, and is a wholly owned subsidiary of the Company. It owns a 2% ownership in
interest in United  National  Mortgage,  LLC "UNM".  United  National,  Inc. has
entered into an agreement  with UNM to acquire all of the ownership  interest of
UNM for nominal consideration  immediately upon approval of the New York Banking
Department of the change in control.

United National Mortgage, LLC is a New York limited liability company engaged in
the mortgage  banking  business.  As such,  it is licensed by the New York State
Department of Banking which  requires that the owner of 9% or more of a mortgage
banker be pre-approved by it. Pending  approval by the New York State Department
of Banking of the change in  control,  Donald  Wilen,  continues  to own the 98%
interest,  and United  National  Inc.  owns 2%.  Donald Wilen will  transfer his
interest to United  National,  Inc.  upon  regulatory  approval of the ownership
change, without the payment of any further consideration.


Business- Corporate Structure

We are a holding  company  providing  services and financing to our  subsidiary,
United  National,  Inc.  United  National,  Inc.  owns a 2%  interest  in United
National Mortgage, LLC which offers mortgage banking.


                                       3

<PAGE>

Business Operations

     Premier Mortgage Resources, Inc. - Parent

Premier  Mortgage  Resources,  Inc is  organized  to act  as a  holding  company
responsible inter alia for raising funds for United National, Inc. and UNM. As a
holding  company,  Premier  Mortgage  Resources,  Inc.  provides  certain  staff
functions  to its  subsidiaries,  but has no business  operations.  All business
operations are conducted by UNM, which  performs all line  functions.  The staff
functions  which the  Company  supplies  to its  subsidiaries  includes  overall
management,  strategic  direction,  financing,  legal  services,  accounting and
related services including cash management and budgeting,  marketing, and public
relations/advertising.

     United National, Inc. - First Tier Subsidiary

United  National,  Inc.,  is wholly  dependent  on UNM and the level of its core
business activity for its own revenues.

     United National Mortgage, LLC, Second Tier Subsidiary To-Be-Acquired

Although the legal  transfer of  ownership  is pending  approval by the New York
State  Department  of Banking,  United  National  Mortgage,  LLC is managed as a
wholly owned subsidiary of United  National,  Inc., and operates as the mortgage
banking division of Premier Mortgage Resources, Inc.

General Business Plan of UNM

United National Mortgage,  LLC is in the residential  mortgage banking business.
Its primary focus has been the retail and wholesale  origination and the sale of
mortgage  loans for  one-to-four  family  properties.  UNM is an  approved  loan
correspondent  with  approximately  twenty lenders such as  Countrywide  Credit,
Provident  Bank,  Interfirst,  IndyMac,  and other  national  prime and subprime
mortgage lenders. UNM originates loans and closes them in UNM's name using funds
from a  warehouse  line of credit.  UNM does not close  loans  unless one of our
mortgage  purchasers  has given UNM an  approval  for the loan and has agreed to
purchase the loan. 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
run 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.



                                       4

<PAGE>

     The Retail Origination Division

Retail loan origination involves the direct solicitation of realtors, builders
and other end borrowers for the origination of mortgage loans. UNM derives
revenues from the premium that it receives when the loan is sold.  Additionally,
UNM derives  revenues from fees charged directly to customers.  Generally,  that
premium is shared on a negotiated  basis with loan officers who procure the loan
and assist in the loan origination  process. UNM achieves this from wholly owned
retail  sales  branches.  We intend to pursue the opening of wholly owned retail
branches as our primary method of expansion.

UNM  also  nominally  engages  in the  origination  and  brokerage  of  loans on
commercial real estate assets, including shopping centers, office properties and
other commercial  loans. It typically  brokers (e.g.  arranges for the loan from
third-party  lenders)  these  transactions.  Transactions  to date have not been
material to UNM's results of operations.  UNM's loan origination  activities are
conducted  trough its corporate  headquarter  offices in New Windsor,  New York.
Current branch  operations are located in New York,  Connecticut,  Massachusetts
and New Jersey.

     The Wholesale Origination Division

Wholesale loan origination involves the purchase of loans from mortgage brokers.
UNM  realizes  revenue  from the sale of such  loans  to  investors  for a price
greater than the amount paid to the mortgage  broker.  UNM  generally  sells the
loans to investors at  pre-approved  purchase  prices which serves to reduce the
risk of a loss on such sale(s).  Wholesale  loan  origination  tends to generate
less revenues on a per transaction basis than retail origination,  but expansion
into the  wholesale  sector  is less  costly  than  retail  origination  because
wholesale  origination does not require the establishment of costly office space
and the related overhead expense. The operation structure enables UNM to quickly
enter new markets.

     Loan Servicing

UNM's  current  plans do not include the  servicing of loans that it  originates
since it plans to sell the servicing rights on loans it originates in order to
generate  additional  cash flow on a current basis.  Loan servicing  consists of
collecting  principal and interest payments from borrowers,  remitting aggregate
principal and interest payments to investors, making cash advances when
required, accounting for principal and interest, collecting funds for payment of
mortgage-related  expenses, such as taxes and delinquent mortgagors,  conducting
foreclosures and property  dispositions in the event of unremedied  defaults and
generally administering the mortgage loans.

     Quality Control

In order to ensure that UNM  originates  high  quality  mortgage  loans,  it has
retained  the  services  of a quality  control  company  with an  industry  wide
reputation  to conduct  evaluations  of UNM's loan  origination  activities on a
monthly basis.

     Competition

The mortgage  banking  industry is highly  competitive.  UNM competes with other
financial  providers who have greater technical  expertise,  financial resources
and marketing  capabilities than United National,  Inc. and UNM. Our competitors
include institutions,  such as mortgage banks, state and national banks, savings
and loan associations,  savings banks, credit unions and insurance companies and
mortgage bankers.  Some of UNM's  competitors have financial  resources that are
substantially greater than those of UNM, including some competitors which have a
significant  number of offices in areas where UNM  conducts  its  business.  UNM
competes principally by offering loans with competitive features, by emphasizing
the quality of its services and by pricing its range of products at  competitive
rates.



                                       5

<PAGE>

Although the mortgage business is competitive,  it is also fragmented in that no
single  lender  has a  significant  market  share of total  origination  volume.
Overall  mortgage  origination  volume is shared in  varying  percentages  among
commercial banks, savings and loan and mortgage banking companies. Historically,
mortgage  banks have had an estimated  twenty to thirty  percent  share of total
origination  volume.   Commercial  banks,   savings  banks,   savings  and  loan
associations  and mortgage  banking  companies  service the bulk of  residential
mortgages.  Management of UNM does not anticipate any significant changes in the
market share described above in the near term.

     Number of Employees

Premier  Mortgage  Resources,  Inc. is a holding  company and has no  employees.
United  National,  Inc. also has no employees.  Presently,  UNM has 21 employees
working in the departments listed below, including branch managers.

Department/Job Function            Number of Employees
-----------------------            -------------------
Executives                                   2
Loan Officers                                9
Support Staff                               10
                                           ----
Total                                       21

     Cautionary Factors That May Affect Future Results

This   registration   statement   contains  some   forward-looking   statements.
"Forward-looking  statements"  describe our current expectations or forecasts of
future events.  These statements do not relate strictly to historical or current
facts.  In  particular,  these include  statements  relating to future  actions,
prospective  products,  future performance or results of current and anticipated
products,  sales,  efforts,  the outcome of contingencies and financial results.
Any or all of the  forward-looking  statements we make may turn out to be wrong.
They can be  affected  by  inaccurate  assumptions  we might make or by known or
unknown  risks and  uncertainties.  Many  factors,  such as product  acceptance,
competition and marketing capabilities,  will be important in determining future
results.  Consequently,  no forward-looking statements can be guaranteed. Actual
future results may vary materially.

We undertake no obligation to publicly update any forward-looking statements,
whether as a result of new  information,  future  events or  otherwise.  You are
advised,  however, to consult any future disclosures we make on related subjects
in our 10-QSBs and 8 Ks.

We provide the  following  cautionary  discussion  of risks,  uncertainties  and
possible inaccurate assumptions relevant to our business and our products. These
are factors  that we think could cause our actual  results to differ  materially
from expected  results.  Other factors besides those listed here could adversely
affect us.

Limited Operating History.  Although we were organized in August 1995, we had no
business  operations until the acquisition of United  National,  Inc. on July 2,


                                       6

<PAGE>

1998. United National,  Inc.'s operating "subsidiary," United National Mortgage,
LLC has been in business since October 1996. That limited  liability  company is
the entity which  produces the revenues for the Company group and it has not yet
been profitable.  Accordingly,  investors should consider us to be essentially a
new,  developing  company.  As a new,  developing  company,  our  operations are
subject to all of the risks  inherent  in the  establishment  of a new  business
enterprise, including the lack of significant operating history. There can be no
assurance that our future  operations will be profitable.  Revenues and profits,
if any,  will  depend upon  various  factors,  including  our ability to finance
mortgage  loans,  secure  mortgage loan  applications,  process  mortgages,  and
generally do business in a sufficient volume to provide  sufficient cash margins
to cover our operating  costs.  Our securing of  sufficient  capital is crucial.
Without  sufficient capital we cannot meet our projected goals or accomplish our
business plans;  and such failure could have a material adverse affect on us and
the value and price of our publicly traded securities.

Liquidity and Working  Capital  Risks;  Need for  Additional  Capital to Finance
Growth and Capital Requirements. We will seek additional funds and seek to raise
additional capital from public or private equity or debt sources to: (i) provide
working capital to meet our general and administrative  costs until net revenues
make the business  self-sustaining;  (ii) make acquisitions of existing mortgage
brokers, mortgage processors, and mortgage bankers; and (iii) exploit and expand
such  acquisitions.  We cannot give  assurance that we will be able to raise any
such capital on terms  acceptable  to us or at all.  Such  financing may be upon
terms  that  are  dilutive  or  potentially  dilutive  to our  stockholders.  If
alternative  sources  of  financing  are  required,   but  are  insufficient  or
unavailable, we will be required to modify our growth and operating plans in
accordance with the extent of available funding.

Effect of our  future  Issuance  of  Preferred  Stock.  Our  authorized  capital
consists of 50,000,000 shares of Common Stock and 10,000,000 shares of Preferred
Stock.  Our Board of  Directors,  without  any  action by our  shareholders,  is
authorized to designate and issue shares of Preferred Stock in such series as it
deems  appropriate  and to establish the rights,  preferences  and privileges of
such shares,  including dividends,  liquidation and voting rights. The rights of
holders  of shares of  Preferred  Stock  that may be issued in the future may be
superior  to the rights  granted to the holders of the then  existing  shares of
Common Stock. Also, the ability of the Board of Directors to designate and issue
such  undesignated  shares could impede or deter an unsolicited  tender offer or
takeover  proposal  regarding us and the issuance of  additional  shares  having
preferential  rights could adversely affect the voting power and other rights of
holders of our Common Stock.

Limitation  of Liability  and  Indemnification  of Officers and  Directors.  Our
officers and directors are required to exercise good faith and high integrity in
the  management  of Company  affairs.  Our  Articles of  Incorporation  provide,
however,  that  the  officers  and  directors  shall  have no  liability  to the
shareholders for losses  sustained or liabilities  incurred which arise from any
transaction in their respective managerial capacities unless they violated it in
good faith,  engaged in  intentional  misconduct or knowingly  violated the law,
approved  an  improper  dividend  or stock  repurchase,  or derived an  improper
benefit from the transaction.  As a result, a purchaser of the shares may have a
more limited right to action than he would have had if such  provision  were not
present.  Our Articles and By-Laws also provide for the  indemnification  by the
Company of the officers and directors against any losses or liabilities they may
incur as a result of the manner in which they operate the Company's  business or
conduct the internal affairs,  provided that in connection with these activities
they act in good faith and in a manner which they  reasonably  believe to be in,
or not opposed to, the best interests of the Company, and their conduct does not
constitute gross negligence,  misconduct or breach of fiduciary obligations.  To
further implement the permitted indemnification,  we have entered into Indemnity
Agreements  with our current  officers and directors and we will provide similar
agreements for future officers and directors.


                                       7

<PAGE>

Dependence  on Key  Personnel.  Our future  success  will depend  largely on the
efforts and abilities of our management,  including  especially Messrs.  Cilento
and  Wilen.  The loss of any of them or the  inability  to  attract  additional,
experienced  management personnel could have a substantial adverse affect on the
Company;  we have  not  obtained  "key  man"  insurance  policies  on any of our
management  and do not  expect  to  obtain  it on any of our  future  management
personnel, as employed. Our ability to implement our strategies depends upon our
ability  to  attract  highly  talented  managerial  personnel.  There  can be no
assurance  that we will  attract and retain such  employees  in the future.  The
inability to hire and/or loss of key  management  or technical  personnel  could
materially  and  adversely  affect  our  business,  results  of  operations  and
financial condition.

Government  Regulation.  Our mortgage banking business is subject to substantial
government  regulation.  We are required to secure and maintain various licenses
from  each  state  in which we  conduct  business.  In  addition,  our  business
operations will be subject to all government  regulations  normally  incident to
conducting business (e.g., occupational safety and health acts, workmen's
compensation statutes, unemployment insurance legislation, income tax and social
security laws and  regulations,  environmental  laws and  regulations,  consumer
safety  laws  and  regulations,  etc.)  as  well  as to  governmental  laws  and
regulations  applicable to small public  companies  and their capital  formation
efforts.  Although we will make every effort to comply with  applicable laws and
regulations,  we can  provide no  assurance  of our ability to do so, nor can we
predict the effect of those regulations on our proposed business activities.

Anticipated Operating Losses.  Assuming that we can obtain the financing to make
acquisitions  and exploit them, we most likely will continue to suffer operating
losses until we can achieve a sufficient  volume of mortgage  loans to cover our
operating costs.

Competition.  The mortgage banking market is extremely competitive. UNM competes
with other financial providers who have greater technical  expertise,  financial
resources and marketing capabilities than United National,  Inc. and UNM. We are
uncertain whether UNM will be able to overcome competitive disadvantages that it
will face as a small start up company with limited capital.


ITEM 2. PROPERTY

Offices

We maintain our principal office at 280 Windsor Highway,  New Windsor,  New York
12553,  where our telephone number is (845) 561-7770 and our facsimile number is
(845) 561-7749.

Our home office is a freestanding  building  situated on approximately .5 acres,
owned by UNM. This building was purchased for $350,000 from a non-related  party
in February of 1998.  There is  currently a $286,000  mortgage on this  property
held by a non-related party. We have made improvements to this building in 1998,
spending approximately $35,000 for such improvements.

The  building,  formerly a restaurant,  contains  5,000 square feet on the first
floor with 3,000 square feet of storage in the basement. The first floor area is
divided into one large work area with two smaller offices. The occupancy rate is
25. There are 40 parking spaces. We believe that these premises are adequate for
our home office operations for the foreseeable future.


                                       8

<PAGE>

Additionally,  UNM owns a building located at 48 Mill Street, Newburgh, New York
12550.  This property was purchased for $105,000 from Donald Wilen in 1998.  For
this property, there is a $90,000 mortgage held by Kingston-Newburgh  Enterprise
Corporation.  This building was formerly  used for the  Company's  telemarketing
operations which have been discontinued.

Licenses

United National Mortgage,  LLC, as a mortgage banker,  holds various licenses in
seven states as follows:


STATE               LICENSE TYPE           LICENSE #        EXPIRATION
---------------------------------------------------------------------

Connecticut         First Mortgage         0003767             9-30-01
Connecticut         Second Mortgage        0006291             6-30-01
Florida             Mortgage Lender        169097              8-31-02
Maryland            Mortgage Lender        4454                12-31-01
Massachusetts       Mortgage Broker        Mb1341              5-31-01
Massachusetts       Mortgage Lender        Ml0890              5-31-01
New Jersey          Mortgage Lender        025071              6-30-01
New York            Mortgage Banker        05390               None
Rhode Island        Mortgage Banker        106868              3-31-02


Real Estate Investments

At the present time, we have no intention or any interest in making  investments
in real estate (except for our own offices).  Therefore,  we have no policy with
respect  to any  investments  in  real  estate  or  interests  in  real  estate,
investments in real estate mortgages,  and securities of or interests in persons
primarily engaged in real estate activities.


ITEM 3.  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.

On August  19,  1999,  the  Company  filed a suit  captioned  "Premier  Mortgage
Resources,  Inc. v. Corporate  Relations Group, Inc., Gulf Atlantic  Publishing,
Inc., James M. Hall, Robert D. Hall, Select Media,  Inc., Roberto Veitia, L. Van
Stillman and Olde Monmouth Stock Transfer Co., Inc." docketed to No.  C199-7019,
Division 35 in the Circuit Court of the Ninth Judicial Circuit in and for Orange
County, Florida.

As against Olde Monmouth Stock Transfer Co., Inc., the Company's  stock transfer
agent,  the suit is  solely to  enjoin  the  transfer  of the  shares,  and Olde
Monmouth is a nominal defendant only. The Court has enjoined the transfer of the
shares and the Company has timely filed an injunction bond.

The case  involves  two separate  causes of action:  one cause of action for the
cancellation of shares issued without  authorization  and a second for return of
shares issued when contract services were not performed.


                                       9

<PAGE>


In the first cause of action, the Company's former attorney, L. Van Stillman, on
or about March 31, 1999,  authorized  and directed the  Company's  then transfer
agent to issue  583,334  (post 1:6  reverse  split)  free-trading  shares of the
Company's  Common  Stock to the other  defendants  (now 58,333  shares post 1:10
reverse  split).  The  Company  claims that it did not  authorize  or direct the
issuance of the shares.  The  Company  seeks to cancel the 58,333  shares and is
proceeding with various litigation and settlement options.

In the second cause of action,  the Company seeks the return of 9,400 (post 1:10
split)  shares  issued to  Corporate  Relations  Group,  Inc., a holder of 6,266
shares (post 1:10 split  shares)  shares and Gulf Atlantic  Publishing,  Inc., a
holder of 3,133 shares (post 1:10 split  shares)  issued to those  companies for
services  which the Company  alleges  were not  performed.  It appears  that the
defendants already disposed of 27,322 shares prior to the reverse split, leaving
a balance of 40,411 (now 5,634 post split)  shares in dispute.  We are presently
negotiating a settlement in this case as well.

Additionally 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.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were  submitted to a vote of  shareholders  in the fourth  quarter of
2000.


PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

The Company's Common Stock is traded on the NASDAQ Bulletin Board under the
symbol "PMRS"

J.  Alexander  Securities,  Inc.,  our initial  market maker,  was authorized to
commence the trading of our stock on the OTC Bulletin Board on February 20, 1998
but actual trading began on approximately  July 7, 1998. The range of our prices
for the past two years on a pre-split basis was:

Quarter                           High Ask                            Low Bid
-------                           --------                            -------
 1999

1st Qtr '99                       .4375                                 .10
2nd Qtr '99                       .1875                               .1875
3rd Qtr '99                       .4375                               .4375
4th Qtr '99                         .75                               .2500


                                       10

<PAGE>

Quarter                           High Ask                            Low Bid
-------                           --------                            -------
 2000

1st Qtr '00                       .7500                               .1875
2nd Qtr '00                       .375                                .25
3rd Qtr '00                       .3125                               .0625
4th Qtr '00                      1.0000                               .1563

The forgoing  quotations reflect  inter-dealer  prices,  without retail mark-up,
mark-down, or commission and may not represent actual transactions.

Dividend Policy

We have not had any  earnings  or profits and have not paid any  dividends.  Our
proposed operations are capital intensive and we need working capital. Therefore
we will be required to reinvest any future earnings in the Company's operations.
Our Board of Directors has no present intention of declaring any cash dividends,
as we expect to re-invest  all profits in the business  for  additional  working
capital for continuity and growth.  The  declaration and payment of dividends in
the  future  will be  determined  by our  Board  of  Directors  considering  the
conditions then existing, including the Company's earnings, financial condition,
capital requirements, and other factors.

CAPITAL STRUCTURE OF THE COMPANY

Our capital structure  consists of shares of the following:  Preferred Stock and
Common Stock both having a par value of $0.001 per share;  Preferred Convertible
Stockholders  Warrants  and  Common  Stock  Purchase  Warrants.  The  authorized
classes,  and the amount or number of each which are authorized and  outstanding
as of the date of this annual report, April 2, 2001, are listed below:


<TABLE>
<CAPTION>
                                                  AUTHORIZED   OUTSTANDING(1)
                                                  ----------   ----------
<S>                                                <C>                 <C>
Preferred Stock                                    10,000,000         -0-
  Series 1999 Convertible Preferred(2)                 38,000         -0-
  Series 2000 Convertible Preferred(3)                 55,000         -0-

Common Stock                                       50,000,000   1,257,714
                                                                             EXPIRATION
                                                                             DATE
                                                                             ----------
Warrants (4)
   1999 Convertible Preferred Stockholders Warrants     38,000   38,000       12/05
   2000 Convertible Preferred Stockholders Warrants     55,000   55,000       12/05


   Common Stock Purchase Warrants
           2000-A                                       25,000    10,000      12/02
           2000-B                                       80,000    16,000      12/05
        2001-A                                         200,000   150,000      12/05

-------------------------
</TABLE>

(1)  The numbers  shown  represent  current  outstanding  shares (as of April 2,
     2001)  as  adjusted  to  reflect  the  one  for ten  (1:10)  reverse  split
     effectuated on February 1, 2001.

(2)  On  December  29,  2000,  all  38,000  shares  of Series  1999  Convertible
     Preferred  Stock were  converted to shares of Common  Stock,  in accordance
     with  the  Series  1999  Preferred  Convertible  Designation,  as  amended,
     totaling  1,520,000  shares of Common Stock,  which was adjusted to 152,000
     shares on February 1, 2001 as a result of the Company's one for ten reverse
     split of its Common Stock.

(3)  On  December  29,  2000,  all  55,000  shares  of Series  2000  Convertible
     Preferred  Stock were  converted to shares of Common  Stock,  in accordance
     with the Series 2000 Preferred  Convertible Stock Designation,  as amended,
     totaling 2,200,000 shares of Common Stock, which adjusted to 220,000 shares
     on  February  1, 2001 as a result of a the  Company's  one for ten  reverse
     split of the Companies Common Stock.

(4)  All warrants  described  were sold in private  placements  as a constituent
     security  of a Unit,  which Units were made up of a  combination  of Common
     Stock and Warrants. Although Units are not identified in this table, all of
     their constituent securities have been noted.


                                       11

<PAGE>

Preferred Stock

The  10,000,000  shares of Preferred  Stock  authorized are  undesignated  as to
preferences, privileges and restrictions. As the shares are issued, the Board of
Directors must establish a "series" of the shares to be issued and designate the
preferences, privileges and restrictions applicable to that series. To date, the
Board of Directors has  designated two series of  Convertible  Preferred  Stock,
both of which are closed: the Series 1999 Convertible Preferred;  and the Series
2000 Series of  Convertible  Preferred.  On December 29, 2000,  all  outstanding
Series 1999 and Series 2000 shares of Convertible Preferred Stock were converted
to Common Stock.

           Series 1999 Convertible Preferred Stock

A  Certificate  of  Designation,  Powers,  Preferences  and  Rights  of the 1999
Convertible  Preferred  Stock was filed  with the Nevada  Secretary  of State on
December 29, 1999 and later amended. The series of 38,000 shares had a par value
of $0.01 par share and a stated  capital  and  liquidation  value of $10.00  per
share.  Holders of the 1999 Series were  entitled to receive a dividend of eight
per cent (8%) of the stated  capital,  or $.80 per share per annum, to be earned
and  credited  (accrued)  on a daily  basis  whether or not the  Company had any
earnings or profits.  Such dividend was to be paid whether or not declared,  out
of any funds of the Company at the time legally available for the declaration of
dividends  at  any  time  that  such  funds  came  available.  The  shares  were
convertible into Common Shares of the Company at a conversion price of the lower
of $0.25 per share or the  average of the bid and asked  closing  prices for the
twenty (20)  consecutive  trading  days  ending on the day prior to  conversion,
taking each share of the 1999 Series at Ten Dollars  ($10.00) per share, so that
each such share was convertible into at least (40) Common Shares.

The holder of the  convertible  preferred stock elected to convert all preferred
into common stock at December 30, 2000.

           Series 2000 Convertible Preferred Stock

A  Certificate  of  Designation,  Powers,  Preferences  and  Rights  of the 1999
Convertible  Preferred  Stock was filed  with the Nevada  Secretary  of State on
April 5, 2000 and later amended.  The series of 55,000 shares had a par value of
$0.01 par share and a stated capital and liquidation  value of $10.00 per share.
Holders of the 2000 Series were entitled to receive a dividend of eight per cent
(8%) of the  stated  capital,  or $.80 per share  per  annum,  to be earned  and
credited  (accrued) on a daily basis whether or not the Company had any earnings
or profits.  Such  dividend was to be paid whether or not  declared,  out of any
funds of the  Company  at the time  legally  available  for the  declaration  of
dividends  at  any  time  that  such  funds  came  available.  The  shares  were
convertible into Common Shares of the Company at a conversion price of the lower
of $0.25 per share or the  average of the bid and asked  closing  prices for the
twenty (20)  consecutive  trading  days  ending on the day prior to  conversion,
taking each share of the 2000 Series at Ten Dollars  ($10.00) per share, so that
each such share was convertible into at least (40) Common Shares.

The holder of the  convertible  preferred stock elected to convert all preferred
into common stock at December 30, 2000.


                                       12

<PAGE>

Common Stock

The  authorized  common equity of the Company  consists of 50,000,000  shares of
Common Stock,  with a $.001 par value, of which 1,257,714 shares of Common Stock
are issued and  outstanding as of April 2, 2001, (i) have general ratable rights
to dividends from funds legally available therefor,  when, as and if declared by
the Board of Directors;  (ii) are entitled to share ratably in all assets of the
Company available for distribution to shareholders upon liquidation, dissolution
or  winding  up of the  affairs of the  Company;  (iii) do not have  preemptive,
subscription or conversion  rights, nor are there any redemption or sinking fund
provisions  applicable  thereto;  and (iv) are entitled to one vote per share on
all matters on which  shareholders  may vote at all  shareholder  meetings.  All
shares of Common Stock now outstanding are fully paid and  nonassessable and all
shares  of  Common  Stock to be sold in this  offering  will be  fully  paid and
nonassessable when issued.

The Common Stock does not have  cumulative  voting rights,  which means that the
holders of more than fifty  percent of the Common  Stock  voting for election of
directors can elect one hundred  percent of the directors of the Company if they
choose  to do so.  The  Company,  which  has had no  earnings,  has not paid any
dividends on its Common Stock and it is not anticipated  that any dividends will
be paid in the  foreseeable  future.  Dividends upon Preferred  shares must have
been paid in full for all past dividend periods before  distribution can be made
to the  holders of Common  Stock.  In the event of a  voluntary  or  involuntary
liquidation, all assets and funds of the Company remaining after payments to the
holders of Preferred Stock will be divided and distributed  among the holders of
Common Stock according to their respective shares.


Series 1999 Convertible Preferred Stockholder's Warrants

As part of a private  placement made in December of 1999, 38,000 Units were sold
to an  investor,  with  each  Unit  consisting  of ten  shares  of  Series  2000
Convertible  Preferred  Stock  and  ten  Convertible   Preferred   Stockholder's
Warrants.  A total of 380,000 Series 1999  Convertible  Preferred  Stockholder's
Warrants were issued, and as a result of the Company's one for ten reverse stock
split,  that  outstanding  total has been  adjusted to 38,000.  Each Series 1999
Convertible  Preferred  Stockholder's  Warrant is exercisable  into one share of
Common Stock. All such Warrants expire on December 30, 2005.


Series 2000 Convertible Preferred Stockholders Warrants

As part of another private placement made in December of 1999, 55,000 Units were
sold to an  investor,  with each Unit  consisting  of ten shares of Series  2000
Convertible  Preferred  Stock  and  ten  Convertible   Preferred   Stockholder's
Warrants.  A total of 550,000 Series 2000  Convertible  Preferred  Stockholder's
Warrants were issued, and as a result of the Company's one for ten reverse stock
split,  that  outstanding  total has been  adjusted to 55,000.  Each Series 2000
Convertible  Preferred  Stockholder's  Warrant is exercisable  into one share of
Common Stock. All such Warrants expire on December 30, 2005.


Common Stock Purchase Warrants

As part of three separate private placements for the sale of Units, Common Stock
Purchase  Warrants were issued in combination with Common Stock as a constituent
part of Units sold.




                                       13

<PAGE>

           2000-A Common Stock Purchase Warrants

In August of 2000,  the Company  authorized  the  issuance  of 250,000  "2000-A"
Common Stock Purchase Warrants.  As part of a private placement made on or about
August 2, 2000,  100,000 Units were sold, with each Unit consisting of one share
of the Company's Common Stock,  and one "2000-A" Common Stock Purchase  Warrant.
Each 2000-A Common Stock Purchase  Warrant is convertible  into one share of the
Company's  Common stock.  The exercise period begins on the date of issuance and
expires on August 2, 2002.  As a result of the one for ten  reverse  stock split
effectuated  by the Company on February 1, 2000, the 100,000  "2000-A"  Warrants
have been adjusted to 10,000 Warrants.


           2000-B Common Stock Purchase Warrants

In December of 2000,  the Company  authorized  the issuance of 800,000  "2000-B"
Common Stock Purchase Warrants. As part of a private placement made on our about
December 8, 2000,  80,000  Units were sold to three  investors,  with each Unit
consisting of four shares of the Company's  Common Stock and two "2000-B" Common
Stock  Purchase   Warrants.   Each  2000-B  Common  Stock  Purchase  warrant  is
convertible  into one share of the Company's  Common stock.  The exercise period
begins on the date of issuance, and expires on December 30, 2005. As a result of
the one for ten reverse  stock split  effectuated  by the Company on February 1,
2000, the 160,000 "2000-B" Warrants have been adjusted to 16,000 Warrants.


           2001-A Common Stock Purchase Warrants

In March of 2001, the Company authorized the issuance of 200,000 "2001-A" Common
Stock purchase Warrants.  As part of a private placement made to two individuals
and a limited liability  company,  the Company sold 50,000 Units, with each Unit
consisting  of four  shares of the  Company's  Common  Stock and three  "2001-A"
Common Stock Purchase  Warrants.  Each 2001-A Common Stock  Purchase  warrant is
convertible  into one share of the Company's  Common stock.  The exercise period
begins on the date of issuance, and expires on December 30, 2005.


ITEM 6. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION

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.



                                       14

<PAGE>

Overview

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

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


Analysis of Premier Mortgage Resources, Inc.

The revenues of the Company through its subsidiary,  United National, Inc., were
$18,000 for the fiscal year 2000,  and $197,040 for the fiscal year 1999.  These
revenues had been derived from the Company's efforts in providing  telemarketing
and loan  processing  services for UNM. The decrease in 2000 over 1999 is due to
the  discontinuance  of  the  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  $313,048  for fiscal year 2000.  For the
twelve months ending  December  1999,  total  expenses were  $523,063.  Selling,
general and  administrative  expenses for related party for 2000  decreased over
1999  due  to  a  reduction  of  expenses   associated  with  the   discontinued
telemarketing  efforts.  However,  in the fourth  quarter of 2000,  the  Company
recorded expenses of $20,000 related to legal,  accounting and advisory services
in connection  with capital  raising  efforts as well as legal costs  associated
with its claim involving shares that were issued without the Company's  approval
and in which it seeks to have those shares cancelled. Premier believes that many
of these costs are associated with one-time  non-recurring public start-up costs
associated with its capital  raising efforts and successful  efforts to obtain a
stock exchange listing.

The Company recorded a net loss of $306,837 for the twelve months ended December
31 2000 vs. a net loss of $ 337,347 for the twelve  months  ending  December 31,
1999. The net loss decreased due to fewer  non-recurring  costs  associated with
discontinued operations and costs incurred with capital raising efforts.

In the first and second quarter 2000, through issuance of convertible  preferred
stock,  the Company raised $550,000 in capital.  During 1999, the Company raised
$380,000 in capital  through the issuance of convertible  preferred  stock.  The
holder of  convertible  preferred  stock elected to convert all  preferred  into
common stock and warrants at December 31,2000.

The Company  received $ 880,000 in capital  during  fiscal year 2000 through the
issuance of stock.

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



                                       15
<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
have  produced  increased  sales and  origination  activity,  reduced  overhead,
improved  gross pricing  margins,  and enabled more  efficient  operations.  The
pipeline of mortgage loans in process has increased steadily since December 1999
and is expected to generate  increased  cash flow for  operations in fiscal year
2001.

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

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

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



                                       16

<PAGE>

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


                                       17
<PAGE>


SELECTED FINANCIAL DATA

Selected Summary Financial Data of United National Mortgage, LLC



<TABLE>
<CAPTION>
                                 FOURTH QUARTER ENDED:      TWELVE MONTHS ENDED:

                                12/31/00    12/31/99       12/31/00       12/31/99

Income Statement Data:

<S>                         <C>            <C>              <C>           <C>
Revenues                    $   451,600    $    37,277      $1,293,397    $   513,316

Selling, General and
Admin. Expenses             $   558,498    $   264,612      $2,068,946    $ 1,509,959


(Loss) From Operations
                            $  (106,898)   $  (403,335)     $ (775,549)   $  (996,643)


Comprehensive LOSS          $  (128,857)   $  (403,335)     $ (797,508)   $  (987,802)

Balance Sheet Data:

Cash & Cash Equivalents     $    28,321    $   327,051

Mortgage Loans
    Held for Sale, Net      $ 2,367,654    $   608,450

Total Assets                $ 3,184,444    $ 1,532,202

Warehouse line of
        Credit Payable      $ 2,226,776    $   607,140

Other Liabilities           $   635,657    $   533,796

Total Stockholder
       Equity               $   322,011    $   391,266


Total Liabilities
    and Equity              $ 3,184,444    $ 1,532,202

Operating Data:

Total Mortgage
Originations               $ 15,000,000    $ 1,500,000  $ 44,000,000   $13,500,000
</TABLE>



Analysis of Three months ended December 31, 2000 vs. December 31,1999

Revenues  from the sale of  mortgages  and other  income for the fourth  quarter
ended  December  31,  2000 and  December  31,  1999 was  $451,600  and  $37,277,
respectively,  representing  an increase of 414,323.  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.




                                       18

<PAGE>

Operating  expense  including  warehouse line of credit  interest  expense was
$ 558,498  for the  quarter  ending  December  31,  2000,  and $ 264,612 for the
quarter  ending  December  31,  1999.   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 three  months  ended  December  31,2000 was $ 106,898 vs. a
loss for the three months ended December 31, 1999 of $ 403,335.  The decrease in
loss is due to the cumulative  effect of enhanced revenues and reduced recurring
expenses associated with the company's restructure of operations.


Analysis of Twelve Months Ended December 31,2000 vs. December 31,1999

Revenues from the sale of mortgages and other income for the twelve months ended
December  31,  2000  and  December  31,  1999  was  $1,293,397  and  $  513,316,
respectively,  representing an increase of 252%. 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  expenses  including  warehouse  line of credit  interest  expense was
$2,068,946  for the twelve months ending  December 31, 2000, and $ 1,509,959 for
the quarter  ending  December 30, 1999.  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  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 twelve months ended December 31,2000 was $ 797,508  vs. a
loss for the twelve months ended December 31, 1999 of $ 987,802. The decrease in
loss  is due  to the  costs  associated  with  the  company's  restructuring  of
operations  offset by  cumulative  positive  effects of  enhanced  revenues  and
reduced recurring  expenses  associated with the company's  ongoing  streamlined
operations.

We have not generated any profits since inception.  This is due to non-recurring
start up costs,  limited  operating  history as well as  certain  reorganization
costs  associated with  discontinued  branch offices,  headcount  reductions and
other  expenses in the fourth quarter of 1999 designed to restore the Company to
profitability.  Revenues from mortgage closings do not cover operating  expenses
due to an insufficient  number of mortgage closings to cover operating costs and
start up costs. There can be no guarantee that expected revenues for fiscal year
2000 will increase  enough to cover operating costs or that the Company will add
enough closing volume to reach profitability.



                                       19

<PAGE>

Capital Resources and Liquidity

During the fourth quarter ending December 31,2000,  the Company filed a Form S-8
registration in connection  with a newly  established  Consultants  Compensation
Plan the "plan").  Pursuant to the plan, the Company registered a grand total of
500,000  shares of its common stock whereby it issued 448,000 of such shares for
the settlement of a portion of its accounts  payable and accrued expenses of the
Company and UNM for an aggregate total of $ 112,000.

Pursuant  to a separate  private  placement  transaction  in October  2000,  the
Company sold 700,000 shares for net proceeds of $ 175,000 which was invested and
transferred to UNM for the purpose of settlement of accounts payable and accrued
expenses and general purposes.

We have been highly  dependent on capital raised through stock investors to fund
operations.  On December 31, 2000,  UNM had $ 28,321 cash on hand,  which is not
expected to be  sufficient  to cover net  operating  expenses  through the first
quarter  of 2001.  During the fourth  quarter  of 2000,  UNM did  receive a cash
infusion of $175,000  from the private  placement  described  above and $112,000
from the  Consultants  Compensation  Plan,  described  above,  which was used to
reduce the company's accrued expenses and payables. This has enabled the company
to reduce its reliance on outside capital contributions to fund operations.  The
Company also  received a capital  contribution  in March of 2001 of $200,000 for
general operating purposes.  Further, UNM is entirely reliant on warehouse lines
of credit to fund mortgage loans.  Currently,  there are open warehouse lines of
credit in the amount of $4,000,000  available.  The company is not in default of
any loan covenants regarding these warehouse lines of credit. However, there can
be no guarantee  that  warehouse  lenders  will  continue the lines of credit if
losses were to continue or net worth was to fall below required levels.

It is expected that cash generated from  operations  during the first quarter of
2001  will  increase  significantly.  This  is due to a  higher  volume  of loan
applications taken during the third quarter,  which are expected to close in the
first quarter 2001.  Cash generated in the first quarter of 2001 from operations
reduced the Company's  reliance on capital raised through stock offerings as UNM
becomes  self-sufficient.  Mortgage  closing volume in the first quarter of 2001
was  approximately  $15 million and the  pipeline of  mortgages in process is in
excess of $20 million at March 31, 2001.


                                       20

<PAGE>

ITEM 7.   FINANCIAL STATEMENTS













                 PREMIER MORTGAGE RESOURCES, INC. AND SUBSIDIARY

                        CONSOLIDATED FINANCIAL STATEMENTS

                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999











<PAGE>







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





                                                                       Page
                                                                      numbe
---------------------------------------------------------------------------

Independent auditors' report                                            F-1

Consolidated balance sheet at December 31, 2000                         F-2

Consolidated statements of operations for the years ended
 December 31, 2000 and 1999                                             F-3

Consolidated statement of stockholders' equity for the years ended
 December 31, 2000 and 1999                                             F-4

Consolidated statements of cash flows for the years ended
 December 31, 2000 and 1999                                             F-5

Notes to consolidated financial statements                           F-6 - F-21

<PAGE>







                          INDEPENDENT AUDITORS' REPORT




To the Board of Directors and Stockholders of
Premier Mortgage Resources, Inc.


We have audited the accompanying  consolidated balance sheet of Premier Mortgage
Resources,  Inc. and subsidiary  (the "Company") as of December 31, 2000 and the
related  consolidated  statements of operations,  stockholders'  equity and cash
flows  for the years  ended  December  31,  2000 and  1999.  These  consolidated
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is  to  express  an  opinion  on  these  consolidated  financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audits to obtain reasonable assurance about whether the consolidated
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  consolidated  financial  statements.  An audit also includes  assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall  consolidated  financial  statement  presentation.  We
believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material  respects,  the consolidated  financial  position of the
Company as of December 31, 2000 and the  consolidated  results of its operations
and cash flows for the years ended December 31, 2000 and 1999 in conformity with
generally accounting principles accepted in the United States of America.





Massella, Tomaro & Co., LLP
Jericho, New York
March 19, 2001





                                      F - 1


<PAGE>



                 PREMIER MORTGAGE RESOURCES, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEET
                                DECEMBER 31, 2000


                                     ASSETS



<TABLE>
<CAPTION>
Current assets:

<S>                                                                              <C>
    Cash                                                                         $            1,004
                                                                                  -----------------
         Total current assets                                                                 1,004
                                                                                  -----------------

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



                      LIABILITIES AND STOCKHOLDERS' EQUITY


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

Commitments and contingencies (Note 8)                                                            -
                                                                                  -----------------

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,
    964,429 shares issued and outstanding                                                       964
    Additional paid-in capital                                                            3,086,949
    Accumulated deficit                                                                    (797,124)
                                                                                  -----------------
         Total stockholders' equity                                                       2,790,789
                                                                                  -----------------

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











           See accompanying notes to consolidated financial statements


                                      F - 2


<PAGE>



<CAPTION>
                                           PREMIER MORTGAGE RESOURCES, INC. AND SUBSIDIARY
                                                CONSOLIDATED STATEMENTS OF OPERATIONS
                                           FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999

                                                                                               2000                    1999
----------------------------------------------------------------------------------------------------------    --------------------

<S>                                                                                    <C>                    <C>
Income   - Related Party                                                               $            18,000    $            197,040
                                                                                       -------------------    --------------------

Expenses:
    Selling, general, and administrative expenses                                                  235,298                 269,506
    Selling, general, and administrative expenses - related party                                   77,750                 250,857
                                                                                       -------------------    --------------------
Total expenses                                                                                     313,048                 520,363
                                                                                       -------------------    --------------------

Loss from operations before interest expense and provision for income taxes                       (295,048)               (323,323)

Interest expense                                                                                    11,789                  14,024
                                                                                       -------------------    --------------------

Loss before provision for income taxes                                                            (306,837)               (337,347)

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

Net (loss)                                                                                        (306,837)               (337,347)

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

Comprehensive net (loss)                                                               $          (306,837)   $           (337,347)
                                                                                       ====================   ====================

Basic and diluted loss per common share:
    Net (loss)                                                                         $              (.08)   $              (.16)
                                                                                       =====================  ===================-



Weighted average number of
 common shares outstanding (post split)                                                            391,868                 216,239
                                                                                       ===================    ====================




           See accompanying notes to consolidated financial statements


                                      F - 3


<PAGE>





                 PREMIER MORTGAGE RESOURCES, INC. AND SUBSIDIARY
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999

<CAPTION>
                                                                         Additional                       Total
                                                 Common Stock             Paid - in      Accumulated    Stockholders'
                                            Shares            Amount       Capital          Deficit    Equity (Deficit)
                                            ------            ------       -------          -------    ----------------



<S>                                          <C>          <C>            <C>            <C>            <C>
Balances at December 31, 1998                1,063,188    $     1,063    $   586,914    $   (94,690)   $   493,287

Sale of common stock in
   connection with private offering
   memorandums and sale of
    unregistered securities, net of cost     2,345,606          2,346        839,690             --        842,036
Issuance of common stock in lieu of
    consideration for services rendered
     to the Company                            220,000            220        109,780             --        110,000
Officer's contribution                              --             --         27,900             --         27,900

Net loss for the year ended
     December 31, 1999                              --             --             --       (337,347)      (337,347)
                                           -----------    -----------    -----------    -----------    -----------

Balances at December 31, 1999                3,628,794          3,629      1,564,284       (432,037)     1,135,876

Issuance of common stock in
  lieu of consideration for
  services rendered to the
  company                                      331,500            331         83,419             --         83,750

Issuance of common stock to
  settle debt                                  120,000            120         29,880             --         30,000

Officers' salary contribution                       --             --         40,000             --         40,000

Accrued dividends on convertible
  redeemable preferred stock                        --             --             --        (58,250)
                                                                                                           (58,250)

Repurchased and cancelled shares
   of common stock                              (3,334)            (3)       (19,997)            --        (20,000)

Common stock held subject to
   litigation and settlement of debt
   (See Note 8c)                               677,334            677         67,323             --         68,000

Sale of common stock                         1,170,000          1,170        328,830             --        330,000

Conversion of convertible preferred
  stock and accrued dividends
  in to common stock
  (See Note 9)                               3,720,000          3,720        984,530             --        988,250

Retroactive effect of ten for one
   stock split                              (8,679,865)        (8,680)         8,680             --             --

Net loss for the year ended
  December 31, 2000                                 --             --             --       (306,837)      (306,837)
                                           -----------    -----------    -----------    -----------    -----------

Balances at December 31, 2000                  964,429    $      964     $ 3,086,949    $  (797,124)   $ 2,290,789
                                           ===========    ===========    ===========    ===========    ===========



                            See accompanying notes to consolidated financial statements


                                                       F - 4

<PAGE>


                 PREMIER MORTGAGE RESOURCES, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999

                                                                                          2000                1999
                                                                                ----------------- ------------------

Cash flows from operating activities:
   Net (loss)                                                                   $        (306,837)   $      (337,347)
   Adjustments to reconcile net (loss) to net
    cash used for operating activities:
       Officer salary contribution                                                         40,000             27,900
       Issuance of common stock for services                                               83,750            110,000
     Increase (decrease) in:
       Accrued expenses                                                                    52,094            110,619
                                                                                -----------------    ---------------
Net cash used for operating activities                                                   (130,993)           (88,828)
                                                                                ------------------   ----------------

Cash flows from investing activities:
   Investment in affiliate                                                               (728,253)        (1,105,032)
                                                                                ------------------   ----------------
Net cash used for investing activities                                                   (728,253)        (1,105,032)
                                                                                ------------------   ----------------

Cash flows from financing activities:
   Repayments of convertible notes payable                                                      -           (100,000)
   Proceeds from sale of preferred stock                                                  550,000            380,000
   Sale of common stock in connection with
     private placement, net of costs                                                      330,000            842,036
   Proceeds from issuance of convertible notes payable                                          -                  -
   Repurchase of common stock                                                             (20,000)                 -
   Advances from (repayments to) related parties                                                -             70,021
                                                                                -----------------    ---------------
Net cash provided by financing activities                                                 860,000          1,192,057
                                                                                -----------------    ---------------

Net increase (decrease) in cash                                                               754             (1,803)

Cash, beginning of period                                                                     250              2,053
                                                                                -----------------    ---------------

Cash, end of period                                                             $           1,004    $           250
                                                                                =================    ===============

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

Schedule of non-cash operating activities:
   Common stock issued to settle debt                                           $          30,000    $             -
                                                                                =================    ===============

Schedule of non-cash investing activities:
     Issuance of 3,720,000 shares (or 372,000 post split shares) of common stock
     in connection with conversion of preferred stock
     and accrued dividends                                                      $         988,250    $            -
                                                                                =================    ==============

Schedule of non-cash financing activities
   Issuance of 3,720,000  shares (or 372,000 post split  shares) of common stock
   in connection with conversion of preferred stock
   and accrued dividends                                                        $        (988,250)   $            -
                                                                                ==================   ==============
</TABLE>


          See accompanying notes to consolidated financial statements.



                                      F - 5




<PAGE>



                 PREMIER MORTGAGE RESOURCES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999



NOTE 1     -      ORGANIZATION

           The Company
           -----------

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


           Business Trends
           ---------------

           The  Company is  organized  to act as a holding  company  responsible
           inter  alia for  raising  funds  for  United  and LLC.  As a  holding
           company,  it has no business  operations  other than costs associated
           with the Securities and Exchange Commission  reporting  requirements.
           All  business  operations  are  conducted by the LLC. As indicated in
           note 3, the  Company  has  raised a  substantial  amount  of  capital
           through equity  offerings.  The capital received has been invested in
           the LLC. The LLC has not achieved profitable  operations.  Below is a
           discussion  of the  LLC's  managements  plans to  achieve  profitable
           operations   and  positive   cash  flows  in  order  to  become  self
           sustaining.

           During the year ended  December  31,  2000,  the LLC  appointed a new
           Chief  Executive  Officer and embarked upon a fiscal and  operational
           reorganization.  The LLC has incurred substantial losses and has been
           highly  dependent on capital  contributions by the Company to sustain
           operations.  Also,  during  this  year,  the  LLC has  increased  its
           mortgage  loan  pipeline  from $1.5 million at December  1999 to more
           than $20 million at December  2000.  Revenues have  increased in four
           consecutive quarters and the trend of losses has decreased in each of
           the past four  quarters.  This volume growth has been  partially as a
           result of the LLC,  obtaining approval from the Department of Housing
           and Urban Development to operate as a Direct  Endorsement  Lender and
           to offer FHA mortgages to qualified borrowers.  This was accomplished
           through  recruitment of qualified  sales personnel and opening of two
           new sales offices.




                                      F - 6

<PAGE>


                 PREMIER MORTGAGE RESOURCES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999


NOTE 1 - ORGANIZATION (cont'd)

           Business Trends (cont'd)
           ------------------------

           For the year ended December 31, 2000 mortgage closings have increased
           dramatically on a monthly basis.  Monthly volume of mortgage's closed
           increased  from  under  $500,000  in the  month of  December  1999 to
           approximately  $4,000,000  in December of 2000.  Management  projects
           that monthly  closings will increase to over  $5,000,000 per month in
           the first  quarter  of 2001  based upon open loans in process at year
           end as well as an increase in the  productivity of commissioned  loan
           officers  and  from a  reduced  interest  rate  environment  that has
           spurred an increase in refinancing activity.

           The LLC expects to achieve  profitability  in the first half of 2001.
           The LLC received an additional  $200,000 in member  contributions  to
           supplement working capital in the first quarter of 2001. The proceeds
           will be used for general working capital needs and general  corporate
           purposes.

           The LLC is aggressively  attempting to sell additional mortgage loans
           in order to mitigate  future  losses.  Management is optimistic  that
           this will enable the Company to raise  additional  capital.  However,
           there  can be no  assurance  that it will be able to sell  additional
           mortgage loans.

           Stock Split
           -----------

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

           United
           ------

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

           LLC
           ---

           The  LLC is a  limited  liability  company  whereby  an  officer  and
           director of the Company  owns  approximately  98% as of December  31,
           2000.  The Company  currently has an option to purchase the remaining
           98% interest from this  director  subject to the approval by New York
           State Banking  Department.  The LLC is a licensed  mortgage banker in
           approximately  seven  states  and  primarily  originates   conforming
           conventional  loans,  and  sells  those  loans  to  investors,   with
           servicing  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.

                                      F - 7


<PAGE>


                 PREMIER MORTGAGE RESOURCES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999



NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a)         Principles of Consolidation
           ---------------------------

           The  accompanying   consolidated  financial  statements  include  the
           accounts of the Company and its wholly owned subsidiary,  United (the
           "Companies")  after  elimination  of  all  significant   intercompany
           transactions and accounts.

b)         Cash and cash equivalents
           -------------------------

           The Company  considers  highly liquid  investments with maturities of
           three months or less at the time of purchase to be cash equivalents.

c)         Revenue Recognition
           -------------------

           Upon the Company  acquiring  the remaining 98% interest in the LLC as
           discussed  in Note 3, it will  report  on a  consolidated  basis  the
           accounting policies of the LLC as follows:

           i) Mortgage loans held for sale
              ----------------------------

                  Mortgage  loans held for sale (net of the unearned  discounts)
                  are  carried  at the lower of cost or  market on an  aggregate
                  basis (unrealized  losses are offset by unrealized gains). All
                  mortgages are collateralized by residential  property.  Market
                  value is determined by purchase commitments from investors and
                  prevailing  market  prices.  The cost basis of a mortgage loan
                  held for sale is its outstanding  principal  balance decreased
                  by  origination  and discount fees  collected and increased by
                  direct  origination  costs as  determined  under  Statement of
                  Financial  Accounting  Standard  ("SFAS")  Number 91. Fees and
                  costs  incurred net of discounts  collected are deferred until
                  the related loans are sold. Management believes that the value
                  of such collateral is in excess of the mortgage loans held for
                  sale at December 31, 2000 and  accordingly,  no allowance  for
                  doubtful accounts is considered necessary.

           ii) Gain   on   sales   of
               mortgages and brokerage income
               ------------------------------

                  Gains or losses on the sale of  mortgage  loans  held for sale
                  are  recognized  at the  date  of  sale  to an  investor.  The
                  difference  between the proceeds from the sale,  which usually
                  includes a service release premium  (servicing rights) and the
                  carrying  value  of the  loan  held  for  sale  as  previously
                  defined, determines the net gain or loss.

                  Brokerage  fee  income  is  recognized   upon  an  applicant's
                  acceptance  of a written  commitment  obtained  by the Company
                  from an investor. Under SFAS 65, the Company has performed all
                  significant services under its "brokerage  obligation" and can
                  recognize these fees.




                                      F - 8

<PAGE>


                 PREMIER MORTGAGE RESOURCES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999



NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd)

c)         Revenue Recognition (cont'd)
           ----------------------------

                 iii)    Branch office operations
                         ------------------------

                  Gross revenues generated by the mortgage  operations of branch
                  offices are  reflected in the  statement of  operations of the
                  Company. All branch managers are employees of the Company. The
                  respective  branch  managers  receive  commissions  based upon
                  overall  profitability,   closing  volume,  loan  product  and
                  experience  level. The Company policy is to have no net branch
                  operations.

d)         Income taxes
           ------------

           The Company accounts for income taxes in accordance with Statement of
           Financial  Accounting  Standards  ("SFAS")  No. 109  "Accounting  for
           Income  Taxes" which  requires the use of the  "liability  method" of
           accounting for income taxes.  Accordingly,  deferred tax  liabilities
           and  assets  are  determined  based  on the  difference  between  the
           financial  statement and tax bases of assets and  liabilities,  using
           enacted tax rates in effect for the year in which the differences are
           expected to reverse. Current income taxes are based on the respective
           periods'  taxable  income for federal and state income tax  reporting
           purposes.

e)         Loss per Common Share
           ---------------------

           Loss per common share is computed  pursuant to  Financial  Accounting
           Standards Board, "SFAS No. 128," Earnings Per Share".  Basic loss 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  loss per share  reflects  the
           potential  dilution  that could  occur from  common  shares  issuable
           through  stock  options,   warrants  and  convertible  debt.  As  the
           Company's  warrants are  antidilutive as of December 31, 2000 and for
           all  periods,  diluted  loss per share is the same as basic  loss per
           share.  At December  31,  2000,  the  outstanding  warrants  totaling
           1,190,000  (or 119,000  shares  post split) were not  included in the
           computation  of  diluted  loss per  share as  their  effect  would be
           antidilutive.

f)         Use of estimates
           ----------------

           In  preparing  financial  statements  in  conformity  with  generally
           accepted  accounting  principles,  management  is  required  to  make
           estimates and assumptions which affect the reported amounts of assets
           and  liabilities,  revenues and expenses during the reporting  period
           and the  disclosure  of contingent  and the  disclosure of contingent
           assets and liabilities at the date of the financial  statements.  The
           most significant estimate with regards to the consolidated  financial
           statements  relates  to the  valuation  of the  costs  in  excess  of
           United's net assets and the estimated  useful life used in amortizing
           such excess costs. Actual results could differ from those estimates.


                                      F - 9



<PAGE>

                 PREMIER MORTGAGE RESOURCES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999



NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd)

g)           Fair value disclosure at December 31, 2000
             ------------------------------------------

             The  carrying  value  of  cash,  accrued  expenses  due to  related
             parties,  and notes payable are a reasonable estimate of their fair
             value.

h)           Effect of New Accounting Standards
             ----------------------------------

             The Company does not believe that any  recently  issued  accounting
             standards,  not yet  adopted by the  Company,  will have a material
             impact on its  financial  position and results of  operations  when
             adopted.

i)           Cost Method of Accounting
             -------------------------

             United accounts for the investment in the LLC under the cost method
             of  accounting  as a  result  of its 2%  ownership  interest.  Upon
             approval from the New York Banking Department, the Company`s former
             President, now a director, will transfer the remaining 98% interest
             in  the  LLC  to  United  for  a  nominal  consideration  ($10)  in
             accordance  with  the  agreement  discussed  in Note 3.  Upon  such
             transfer, the LLC will become a wholly owned subsidiary and will be
             consolidated by the Company.

NOTE 3   -   INVESTMENT IN AFFILIATE, AT COST

             On July 29, 1998,  United  entered into a LLC Interest  Acquisition
             Agreement  (the "LLC  Acquisition  Agreement")  with the  Company's
             former  President  whereby for an initial $508,000 it acquired a 1%
             interest  in the LLC and the option to acquire  the  remaining  99%
             interest in the LLC as follows; 1% based on required capital by the
             LLC  in  order  to  remain  in  compliance  with  its  net  capital
             requirements  with various  state banking laws until it reaches its
             expected  level of  revenues  sufficient  to  maintain  its capital
             requirements  and the  remaining  98%  (which  is  contingent  upon
             obtaining  approval  from  the New  York  Banking  Department)  for
             nominal  consideration ($10). As of December 31, 2000, United has a
             2% interest in the LLC and has invested an aggregate of  $2,524,285
             into the LLC  based on the  above  agreement.  The LLC  Acquisition
             Agreement  called for the closing and transfer of the remaining 98%
             interest by March 31, 1999.  The approval from the New York Banking
             Department  has  not  yet  been  received  and  accordingly,  such
             transaction has not been consummated.

NOTE 4 - ACCRUED EXPENSES

             Accrued expenses consist of the following at December 31, 2000:

             Professional fees                            $       29,900
             Interest                                             60,046
             Other                                                24,000
                                                          --------------
                                                          $      113,946
                                                          ==============


                                     F - 10


<PAGE>

                 PREMIER MORTGAGE RESOURCES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999



NOTE 5   -   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 December 31, 2000,  the
             loan  remains  unpaid and no demand for  repayment  of principal or
             related accrued interest has occurred. Accrued interest on the loan
             amounted to $19,117 as of December 31, 2000.

NOTE 6 - CONVERTIBLE NOTES PAYABLE

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

              The  remaining  $100,000  notes were repaid  during  April 1999 by
              United.  Accrued  interest on the notes  amounted to $40,929 as of
              December 31, 2000 for which no demand for repayment has occurred.

NOTE 7 - PROVISION FOR INCOME TAX

              Income  taxes are  provided  for the tax  effects of  transactions
              reported  in  the  financial   statements  and  consist  of  taxes
              currently due plus deferred taxes related to  differences  between
              the financial  statement  and tax bases of assets and  liabilities
              for  financial   statement  and  income  tax  reporting  purposes.
              Deferred  tax  assets  and  liabilities  represent  the future tax
              return  consequences  of these temporary  differences,  which will
              either be  taxable  or  deductible  in the year when the assets or
              liabilities are recovered or settled. Accordingly,  measurement of
              the  deferred  tax  assets  and  liabilities  attributable  to the
              book-tax basis differentials are computed at a rate of 34% federal
              and 9% state pursuant to SFAS No. 109.

              The only material tax effect of significant  items  comprising the
              Company's  current  deferred tax assets as of December 31, 2000 is
              the  Company's  net operating  losses  "NOL"s"  which  amounted to
              approximately  $358,822 as of December 31, 2000.  The deferred tax
              asset   associated   with  the   Company's   NOL's   amounted   to
              approximately $154,000 as of December 31, 2000.

              In  accordance  with SFAS 109,  the  Company  has  recorded a 100%
              valuation  allowance for such deferred tax asset since  management
              could not  determine  that it was "more  likely than not" that the
              deferred tax asset would be realized in the future.  The Company's
              NOL's will expire between 2013 and 2015 if not utilized prior.

              The  Company  and its  subsidiary  file  separate  tax returns for
              federal and state tax  purposes.  As such,  income tax is based on
              the separate taxable income or loss of each entity.


                                     F - 11

<PAGE>

                 PREMIER MORTGAGE RESOURCES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999



NOTE 8 - 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  109,560 free trading
              shares (or 10,956 post split  shares) of common  stock for a total
              of $30,000. The Company considers these agreements terminated (See
              Note 9(c) 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 8(c) below for
              pending litigation).

c)            Pending litigation
              ------------------------

          i)  During 1998, the Company's  previous transfer agent issued 677,334
              shares (or 67,733  post split)  shares of common  stock to parties
              discussed in notes 8(a) and 8(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.





                                     F - 12

<PAGE>

                 PREMIER MORTGAGE RESOURCES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999



NOTE 8 - COMMITMENTS AND CONTINGENCIES (cont'd)

c)              Pending litigation (cont'd)
                ---------------------------

                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,  the  Company  has
                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.

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

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

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

d)              Investment in affiliate at cost
                -------------------------------

                The Company is committed to funding the LLC in order for the LLC
                to remain in compliance with various state banking  requirements
                as to its net  capital  requirements  until such time it reaches
                its expected revenue level thereby becoming self funding.  As of
                December  31,  2000,   the  Company  and  United  have  invested
                $2,524,285 in the LLC.





                                     F - 13

<PAGE>

                 PREMIER MORTGAGE RESOURCES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999



NOTE 9 - REDEEMABLE CONVERTIBLE PREFERRED STOCK

a)            The 1999 Convertible Preferred Stock

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

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

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

              On December 29, 2000, all 38,000  preferred shares and the related
              accrued dividends, at the request of the holder, were converted to
              1,520,000  shares (or 152,000 post split  shares) of common stock,
              which was  adjusted  to 152,000  shares on  February  1, 2001 as a
              result of the  Company's  one for ten reverse  split of its common
              stock.

b)            The 2000 Convertible Preferred Stock

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






                                     F - 14

<PAGE>


                 PREMIER MORTGAGE RESOURCES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999



NOTE 9 - REDEEMABLE CONVERTIBLE PREFERRED STOCK

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

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

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

              On December 29, 2000, all 55,000  preferred shares and the related
              accrued dividends,  at the request of the holder were converted to
              2,200,000  shares (or 220,000 post split  shares) of common stock,
              which  adjusted to 220,000  shares on February 1, 2001 as a result
              of a the Company's one for ten reverse split of its common stock.

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

NOTE 10 -STOCKHOLDER'S EQUITY

          a)  Issuance of common stock
              --------------------------

              During the year ended  December  31, 1999,  the Company  issued an
              aggregate  of 2,345,606  shares (or 234,561 post split  shares) of
              its common  stock in  connection  with  certain  private  offering
              memorandums and private sales of unregistered  securities yielding
              net proceed of $842,036 after certain offering costs.

              During the year ended  December  31, 1999,  the Company  issued an
              aggregate  of 220,000 (or 22,000 post split  shares) of its common
              stock in  consideration  for legal  fees and  marketing  services.
              Accordingly,  in  connection  with  such  issuances,  the  Company
              recorded  legal  fees  and  marketing  expenses  of  $100,000  and
              $10,000, respectively.


                                     F - 15

<PAGE>

                 PREMIER MORTGAGE RESOURCES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999


NOTE 10 - STOCKHOLDER'S EQUITY (cont'd)

a)            Issuance of common stock (cont'd)
              ---------------------------------

              On October  5, 2000,  the  Company  filed a Form S-8  Registration
              Statement  in  connection  with a  newly  established  Consultants
              Compensation Plan (the "Plan").  Pursuant to the Plan, the Company
              registered a total of 500,000 (or 50,000 post split shares) of its
              common  stock.  The Company  issued  328,000 (or 32,800 post split
              shares) of such shares for the  settlement  of $82,000 of accounts
              payables  and accrued  expenses of the Company and issued  120,000
              (or  12,000 of post split  shares)  such  shares as payment  for a
              $30,000 debt of the LLC.

              During 2000,  the Company  issued 3,500 or (350 post split shares)
              shares of its common stock for services rendered which were valued
              at $1,750, which have been charged to operations.

              During  October  2000,  in a private  placement  transaction,  the
              Company sold 700,000 (or 70,000 post split  shares)  shares of its
              common stock yielding proceeds of $175,000.  During November 2000,
              in a private  placement  transaction,  the Company sold 50,000 (or
              5,000 post split  shares)  shares of common stock to an individual
              yielding  proceeds  of  $25,000.  A  substantial  portion  of  the
              proceeds  received from the sale of common stock has been invested
              in to the LLC.

b)            Sale of units
              -------------

              During the year ended  December 31, 2000,  the Company sold in two
              separate  private   placements   certain  units  consisting  of  a
              combination  of   unregistered   common  stock  and  warrants.   A
              substantial  portion  of the  proceeds  received  from the sale of
              units was invested in the LLC.

              i)     As part of the  first  private  placement  made on or about
                     August 2, 2000,  100,000  Units were sold for $50,000 to an
                     individual,  with each Unit  consisting of one share of the
                     Company's  Common  Stock,  and one  "2000-A"  Common  Stock
                     Purchase  Warrant  (see note 10c for warrant  terms).  Post
                     split  effect is 10,000  shares of Common  Stock and 10,000
                     Warrants.

              ii)    As part of a  second  private  placement  made on or  about
                     December  8, 2000,  80,000  Units were sold for  $80,000 to
                     three  investors,  with each Unit consisting of four shares
                     of the Company's Common Stock and two "2000-B" Common Stock
                     Purchase Warrants (see note 10c for terms of warrants).Post
                     split  effect is 32,000 shares of Common  Stock and  16,000
                     Warrants.


c)            Warrants

              Series 1999 Convertible Preferred Stockholders Warrants

              As part of a private  placement  made in December of 1999,  38,000
              Units were sold to an investor,  with each Unit  consisting of ten
              shares  of  Series  1999  Convertible   Preferred  Stock  and  ten
              Convertible   Preferred    Stockholder's   Warrants.   Each   1999
              Convertible  Preferred  Stockholder's  Warrant is convertible into
              one share of the Company's common stock.

                                     F - 16
<PAGE>

                 PREMIER MORTGAGE RESOURCES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999



NOTE 10 - STOCKHOLDER'S EQUITY (cont'd)

c)           Warrants (cont'd)
             -----------------

             The  exercise  price  was $.50 per share  and the  exercise  period
             begins on the date of issuance  and expired on December  31,  2004.
             Pursuant  to an  agreement  to convert  all  preferred  stock in to
             common stock the terms of the warrant were amended in December 2000
             to an  exercise  price of $.25 per  share and the  exercise  period
             extended  to  December  31,  2005.  A total of 380,000  Series 1999
             Convertible Preferred  Stockholder's Warrants were issued, and as a
             result of the  Company's  one for ten  reverse  stock  split,  that
             outstanding  total has been  adjusted  to 38,000  and the  exercise
             price to $2.50.

             Series 2000 Convertible Preferred Stockholders Warrants

             As part of another  private  placement  made in  December  of 1999,
             55,000 Units were sold to an investor, with each Unit consisting of
             ten  shares  of Series  2000  Convertible  Preferred  Stock and ten
             Convertible Preferred Stockholder's Warrants. Each 2000 Convertible
             Preferred  Stockholder's  Warrant is convertible  into one share of
             the Company's  Common stock.  The exercise price was $.50 per share
             and the exercise  period begins on the date of issuance and expired
             on  December  31,  2004.  Pursuant to an  agreement  to convert all
             preferred  stock in to common stock,  the terms of the warrant were
             amended in December 2000 to an exercise price of $.25 per share and
             the  exercise  period  extended to December  31,  2005.  A total of
             550,000 Series 2000 Convertible  Preferred  Stockholder's  Warrants
             were issued,  and as a result of the  Company's one for ten reverse
             stock split, that outstanding total has been adjusted to 55,000 and
             the exercise price to $2.50.

             Common Stock Purchase Warrants

             As  part of  three  separate  private  placements,  Common  Stock
             Purchase  Warrants  were issued as part of Units sold.  (See Note
             10b)

             2000-A Common Stock Purchase Warrants

             In August of 2000,  the Company  authorized the issuance of 250,000
             "2001-A" Common Stock Purchase  Warrants.  Each 2000-A Common Stock
             Purchase  Warrant is  convertible  into one share of the  Company's
             Common stock. The exercise price is $.50 per share and the exercise
             period  begins on the date of  issuance  and  expires  on August 2,
             2002. A total of 100,000  Series  "2001 -A" Common  Stock  Purchase
             Warrants were issued.  As a result of the one for ten reverse stock
             split  effectuated  by the Company on February 1, 2001, the 100,000
             "2000-A"  Warrants  have been  adjusted to 10,000  Warrants and the
             exercise price to $5.00.




                                     F - 17

<PAGE>

                 PREMIER MORTGAGE RESOURCES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999



NOTE 10 - STOCKHOLDER'S EQUITY (cont'd)

c)       Warrants (cont'd)
         -----------------

         2000-B Common Stock Purchase Warrants

         In December of 2000, the Company authorized the issuance 800,000 of
         "2000-B" Common Stock Purchase  Warrants.  Each 2000-B Common Stock
         Purchase  Warrant is  convertible  into one share of the  Company's
         common stock. The exercise price is $.25 per share and the exercise
         period begins on the date of issuance,  and expires on December 30,
         2005. A total of 160,000  Series  "2001 -B" Common  Stock  Purchase
         Warrants were issued.  As a result of the one for ten reverse stock
         split  effectuated  by the Company on February 1, 2001, the 160,000
         "2000-B"  Warrants  have been  adjusted to 16,000  Warrants and the
         exercise price to $2.50.

d)       Stock Split
         -----------

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

NOTE 11 - RELATED PARTY TRANSACTIONS

  a)          Exclusive Telemarketing Agreement
              ---------------------------------

              On August 12, 1998, United entered into an Exclusive Telemarketing
              Agreement ("Telemarketing  Agreement") with the LLC whereby United
              is the exclusive telemarketing agent for the LLC until it acquires
              the  remaining  interest  in the  LLC.  As for  consideration  for
              performing  telemarketing  services  for the LLC, the LLC will pay
              United an hourly rate for its telemarketing services. For the year
              ended December 31, 1999,  United  generated  telemarketing  income
              amounting  to $132,240.  The Company  discontinued  such  services
              effective July 1, 2000.

 b)           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.
              For the years ended December 31, 2000 and 1999,  United  generated
              loan  processing  fee income  amounting  to $18,000  and  $64,800,
              respectively.  The Company  discontinued  such services  effective
              July 1, 2000.



                                     F - 18


<PAGE>

                 PREMIER MORTGAGE RESOURCES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999



NOTE 11 - RELATED PARTY TRANSACTIONS (cont'd)

c)            Rent Expense
              ------------

              For the years ended  December  31, 2000 and 1999,  pursuant to the
              Telemarketing and Processing  Agreements,  United paid $26,000 and
              $130,000, respectively, to the LLC for rent in connection with the
              space   utilized  in  performing   telemarketing   and  processing
              services. The Company discontinued such services effective July 1,
              2000.

d)            Payroll Reimbursement
              ---------------------

              For the year ended  December 31, 2000,  the Company has reimbursed
              the LLC $51,750 for allocable salary costs.

e)            Due to related parties
              ----------------------

              Based on the related  party  transactions  listed above the amount
              due to related  parties  as of  December  31,  2000  amounted   to
              $70,554.

NOTE 12 - PRO FORMA FINANCIAL STATEMENTS (UNAUDITED)

             The following pro forma information  presents in a condensed format
             the  Company's  balance sheet as of December 31, 2000 and statement
             of operations  for the years ended December 31, 2000 and 1999 as if
             the acquisition of the LLC by United was consummated and considered
             in effect as of January 1, 1998:
                                                  Pro forma
                                                  balance sheet at
                                                  December 31, 2000
                                                  -----------------

               Total assets                       $       3,114,894
                                                  =================
               Total liabilities                  $       3,026,379
                                                  =================
               Total stockholders' equity         $          88,515
                                                  =================


                                    Pro forma                 Pro forma
                              Statement of operations   Statement of operations
                                for the year ended        for the year ended
                                December 31, 2000         December 31, 1999
                                ------------------     ------------------------


              Total income        $ 1,293,397               $   531,778
                                  -----------               -----------
              Total expenses      $ 2,337,992               $ 1,745,386
                                  -----------               -----------
              Net loss            $(1,044,595)              $(1,213,608)
                                  ===========               ===========

              This pro forma  information  regarding the Company's balance sheet
              and statement of  operations  has 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, 1998.

                                     F - 19

<PAGE>

                 PREMIER MORTGAGE RESOURCES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999



NOTE 13 - SUBSEQUENT EVENTS (UNAUDITED)

             Sale of Common Stock
             --------------------

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

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

             Common Stock Issued For Service
             -------------------------------

             In January 2001, the Company's  President/Chief  Executive  Officer
             and a  Director/Officer  were  issued an  aggregate  of 31,250 post
             split shares of common stock as compensation.

             In March  2001,  55,000  shares   were  issued to   consultants  in
             exchange  for  services.  This  issuance was  considered  exempt by
             reason of Section 4(2) of the  Securities  Act. Also, on that date,
             the Company  issued  1,000  shares to an  investor in exchange  for
             services.

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


                                     F - 20


<PAGE>

                 PREMIER MORTGAGE RESOURCES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999



NOTE 13 - SUBSEQUENT EVENTS (UNAUDITED) (cont'd)

             Employment Agreements
             ---------------------

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

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





                                     F - 21








<PAGE>

ITEM 8. CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE

Massella, Tomaro & Co., LLP audited our financial statements for the calendar
years ended December 31, 2000 and 1999.  There have been no  disagreements  with
our accountants and there have been no disagreements  with respect to any matter
of  accounting  principles  or  practices,  financial  statements  disclosure or
auditing scope of procedures.

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a)9 OF THE EXCHANGE ACT

Premier Mortgage Resources, Inc. consists of three separate entities, as
outlined below, and three levels of management.

1.   Premier  Mortgage  Resources,  Inc.;  Donald Wilen, the sole shareholder of
     United National,  Inc.,  acquired  operational  control of Premier Mortgage
     Resources,  Inc. in July 1998, by exchanging his shares of United  National
     Inc for controlling shares of Premier Mortgage Resources, Inc.

2.    United National, Inc. is now a wholly owned subsidiary of Premier
      Mortgage Resources, Inc.

3.    United National Mortgage, LLC is managed as subsidiary of United National,
      Inc., and operates as the mortgage  banking  division of Premier  Mortgage
      Resources,  Inc. It is with this entity that we are  focusing our business
      expansion, although the legal transfer of ownership is pending approval by
      the New York State Department of Banking.


Directors and Executive Officers of Premier Mortgage Resources, Inc.
--------------------------------------------------------------------
Name                         Age         Position
----                         ---         --------
Joseph A. Cilento            47          President, CEO, Director

Donald S. Wilen*             64          Director



Directors and Executive Officers of United National, Inc.
---------------------------------------------------------
Name                         Age         Position
----                         ---         --------

Joseph A. Cilento            47          President, CEO, Director

Donald S. Wilen*             64          Director



Directors and Executive Officers of United National Mortgage, LLC.
------------------------------------------------------------------
Name                         Age         Position
----                         ---         --------

Joseph A. Cilento            47          President, CEO, Director

Donald S. Wilen*             64          Director

*    For the last fiscal year ended December 31, 1999, Donald S. Wilen served as
     CEO and  President  through  December  1999.  Joseph A. Cilento  joined the
     Company  in July  1999  and has  held the  officer's  positions  of CEO and
     President since January 2000.


JOSEPH A.  CILENTO is  President,  Chief  Executive  Officer  and a Director  of
Premier  Mortgage  Resources,  Inc.;  President,  Chief  Executive  Officer  and
Director of United National,  Inc.; and President,  Chief Executive  Officer and
Director of United  National  Mortgage,  Inc. He has served in these  capacities
since November of 1999. Mr. Cilento is a Certified Public Accountant,  receiving
a B.B.A.  degree from Baruch  College in 1975, and his C.P.A.  certification  in
1978.  He is  licensed  as a C.P.A.  in the state of New York.  Mr.  Cilento was


                                       21
<PAGE>

awarded the  Certified  Mortgage  Banker  designation  by The  Mortgage  Bankers
Association in 1996. Mr. Cilento was an officer of Emigrant Mortgage Corporation
from 1997 to July of 1999.  From 1987 to 1997,  he was President of his mortgage
banking company, Home Funding,  which he sold. Mr. Cilento was Vice President of
Finance for Merrill Lynch Realty from 1984 to 1987.

Mr. Cilento is responsible for overseeing all sales and marketing operations,
secondary markets and finance areas of the company.

DONALD S. WILEN is  Director  of Premier  Mortgage  Resources,  Inc.  and United
National,  Inc. and Managing Member and Director of United  National.  Mortgage,
LLC. He is an attorney and Certified  Public  Accountant,  receiving his B.S. in
Accounting from Brooklyn  College in 1958 and his C.P.A.  certification in 1964.
He is licensed as a C.P.A.  in New York. In 1968, Mr. Wilen received an MBA from
Baruch College,  and in 1978, he received a J.D. from Brooklyn Law School. Since
1979, Mr. Wilen has been a member of the Bar of the State of New York.

Mr. Wilen is no longer involved in the day to day business of the Company.

From 1983 to 1997, Mr. Wilen was a senior partner in the CPA firm Wilen, Klapper
& Glassman,  and  President of Tara  Mortgage  Inc. He has been a columnist  for
NATIONAL MORTGAGE PRESS since 1997.

COMPLIANCE  WITH SECTION  16(a) OF THE  EXCHANGE  ACT. On or about April 6, 2001
Donald  Wilen filed a Form 5 disclosing  the  transfer of his 377,778  shares of
Common Stock to his wife.  Also, on or about April 6, 2001, Mr. Wilen filed Form
5 disclosing  the  Company's  issuance to him of 62,500  (adjusted to 6,250 post
split) shares of Common Stock.

On December  29,  2000,  Richard  Rozzi  converted  his Series 2000  Convertible
Preferred  Stock into 4,220,000  shares of our Common Stock,  and filed a Form 3
disclosing that conversion with the SEC on that date.

Mr. Joseph Cilento was issued 250,000 shares in January of 2001,  which has been
adjusted  to 25,000  shares as a result of our 1:10  reverse  stock  split.  Mr.
Cilento  filed a Form 5, on or  about  April  6,  2001,  with  the SEC for  that
issuance. Mr. Cilento was not a beneficial owner of any securities in 2000.


ITEM 10.  EXECUTIVE COMPENSATION

Currently, our Directors are not compensated for their services,  although their
expenses in attending meetings are reimbursed.



Compensation of Directors

We did not compensate our Directors for their services in 2000.




                                       22


<PAGE>

Compensation of Management


                        Title                2000        1999        1998
                        -----               ------       -----       -----
Joseph Cilento(2)    President, CEO        $36,000*      $21,400       N/A

Donald Wilen(1)*     Director                  -0-      $ 6,500         -0-

(1)  In 1998 and 1999,  Mr. Wilen received an annual salary of $32,500 from UNM.

(2)  Mr. Cilento's annual salary of $146,000 is paid by UNM.

*    For the fiscal year ended December 31, 1999,  Donald S. Wilen served as CEO
     and President through December,  1999. Joseph A. Cilento joined the Company
     in July of 1999 and has held the  officer's  positions of CEO and President
     since January 2000.


Stock Option Plan

We are completing an Incentive  Stock Option Plan for employees and  management,
and in that plan  will  allocate  up to  2,000,000  shares  of Common  Stock for
issuances to employees  and  management.  None of the named persons has received
stock options or other such non-cash compensation.

Employment Agreement

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

The Company also has an agreement  with a Director of the company that  provides
for a nominal  director's  compensation and stock options based upon achievement
of various 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 pay an agreed upon lump sum payment as well as full vesting of
all stock.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
PRINCIPAL SHAREHOLDERS

The following table sets forth, as of April 2, 2001,  information  regarding the
beneficial ownership of shares of our Common Stock by each person known by us to
own five percent or more of the  outstanding  shares of Common Stock, by each of
our Officers,  by each of our Directors,  and by our Officers and Directors as a
group.  As of February 2, 2001, we effectuated a 10 for one reverse split of our
Common  Stock,  and the numbers  shown below reflect that spit. On April 2, 2000
there were  1,257,714  shares issued and  outstanding  of record,  including the
shares which are the subject of the litigation attempting to cancel them.


                                       23
<PAGE>

                                         SHARES OF
NAME & ADDRESS OF                        COMMON STOCK       PERCENTAGE
BENEFICIAL OWNERS                        (Post Split)       AS OF 4/2/01(1)
-----------------                         --------          ---------------

Joseph Cilento                              25,000                1.99%
280 Windsor Highway
New Windsor, NY 12553

Donald S. Wilen                             44,028(2)             3.5%
280 Windsor Highway
New Windsor, NY 12553

Richard Rozzi                              447,000(3)            35.54%
86 Pancake Hollow Road
Highland, NY 12528

Ronald Shapss                               80,000                6.36%


Rennell Trading Corp.                      100,000                7.95%


All Executive Officers and Directors
as a group (2 persons)                      69,028                5.49%

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

(1)  Based upon 1,257,714  shares issued and outstanding on April 2, 2001, which
     total  includes the 58,333  shares  subject to  litigation  in which we are
     seeking  to  cancel  such  shares.   This  does  not  include  Series  1999
     Convertible Preferred Stockholder's Warrants exercisable to purchase 93,000
     (post-split)  shares of Common Stock (expiration date (12/31/05);  nor does
     it include Common Stock Purchase  Warrants  exercisable to purchase 176,000
     shares of our Common Stock exercisable according to the following schedule:


                                  Warrants
               Series            (post -split)   Expiration Date
               ------           -----------      ---------------
                 2000-A            10,000            8/2/02
                 2000-B            16,000           12/30/05
                 2001-A           150,000           12/30/05

           Total Warrants         176,000

(2)  This total  includes  37,778  (post 1:10 split)  shares  that Donald  Wilen
     transferred to his wife. Laura Shapiro,  in September of 2000, of which Mr.
     Wilen may still have beneficial ownership.
(3)  This does not  include  Series  1999  Convertible  Preferred  Stockholder's
     Warrants  exercisable  to  purchase  93,000  shares of  Common  Stock at an
     exercise price of $2.50 per share  (expiration date 12/31/05);  nor does it
     include   Series  2000   Convertible   Preferred   Stockholder's   Warrants
     exercisable to purchase  15,000 shares of Common Stock at an exercise price
     of $2.50 per share  expiration  date December 31,  2005).  It also does not
     include the  following  Common Stock  Purchase  Warrants:  10,000  "2000-A"
     Warrants each  exercisable to purchase one share of Common Stock at a price
     of $5.00 per share;  16,000 "2000-B"  Warrants each exercisable to purchase
     on share of Common Stock at $2.50 per share; and 150,000 "2001-A"  Warrants
     each  exercisable to purchase one share of Common Stock at $2.50 per share.
     Expiration  dates for Common  Stock  Purchase  Warrants are provided in the
     "Warrants" table above.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On April 22,  1998,  Donald S.  Wilen,  now the  Company's  Director,  agreed to
exchange his  ownership of United  National,  Inc. for 377,778  (post 1:6 split)
shares of the Company's Common Stock, giving him operational  control. A written
Plan of  Reorganization  was  entered  into on June 9, 1998,  providing  for the
exchange  by Mr.  Wilen of his 100 shares of capital  stock of United  National,
Inc.  for the 377,338  (post-split)  shares of the  Company's  Common Stock in a
tax-free  stock-for-stock  exchange under Section  358(a)(1)(B)  of the Internal
Revenue  Code.  United  National,  Inc.  is the owner of a 2% interest in United
National  Mortgage,  LLC, a mortgage banker.  The other 98% interest is owned by
Donald  S.  Wilen who has  agreed  that,  upon  approval  by the New York  State
Department  of Banking  of the  required  licenses,  he will  transfer  such 98%
interest without further payment.

                                       24
<PAGE>

On August 5, 1998,  the Company  commenced an offering of its Common Stock under
Rule 504 of  Regulation  D. The  offering was of  1,000,000  shares.  A total of
877,640  shares were issued  (post 6:1 reverse  stock split) in the offering for
total proceeds of $953,418.

On  February  22,  1999,  the  Company  declared  a 6 to 1 reverse  stock  split
effective on April 12, 1999.

In August 1999 the Company commenced a private placement  offering of its Common
Stock under Rule 505 of Regulation D. The offering was of 1,100,000  shares at a
price of $ .50 per share. The offering was fully subscribed.

In December,  1998 we amended the Rule 504 offering to change the offering price
to $.0845 per share. As a result of that offering, during December, 1998 and the
first quarter of 1999, we issued 787,807 shares  (post-split) for total proceeds
of $399,418.  This  issuance  was  considered  exempt under  Section 3(b) of the
Securities Act and Rule 504 of Regulation D promulgated thereunder.

On or about March 31, 1999 the Company's then counsel authorized and directed
the issuance of 3,500,000 shares of the Company's Common Stock at an offering
price of $.001 per share, allegedly under Rule 504 of Regulation D. The
counsel's actions were not authorized or directed by the Company and the Company
has filed suit to cancel such issuances.  On February 22, 1999 we authorized a 1
for 6 reverse stock split for  stockholders  of record on April 12, 1999 and all
of the foregoing issuances have been stated on a pre-split basis.

On  February  22,  1999  we  authorized  a 1  for  6  reverse  stock  split  for
stockholders of record on April 12, 1999 and all of the foregoing issuances have
been stated on a pre-split basis.

In August 1999 we made an offering of  1,100,000  shares of our Common  Stock to
approximately  15  accredited  investors  under Rule 505 of  Regulation  D at an
offering price of $0.50 per which was fully subscribed. This issuance was
considered  exempt under Section 4(2) of the Securities Act, Section 3(b) of the
Securities Act and Rule 505 of Regulation D promulgated thereunder.

As of  September  30,  1999,  we issued a total of 536,000  shares of our Common
Stock to various persons in payment for services in private  placements.  Of the
total,  50,000  shares were issued to an attorney in payment for legal  services
valued  at  $25,000,  and  486,000  shares  of Common  Stock  were  issued to 15
individuals  for services as finders in the forgoing  private  placement.  These
issuances were considered exempt under Section 4(2) of the Securities Act.

At various times between October 8, 1999 and November 31, 1999 we issued 400,000
shares of Common Stock to 11 entities in exchange for services.  These issuances
were considered exempt under Section 4(2) of the Securities Act.

At various times between  December 31, 1999 and February 28, 2000, an accredited
investor  advanced funds to the Company totaling $480,000 and was issued 380,000
shares of Series 1999 Convertible  Preferred Stock, and 100,000 shares of Series
2000  Convertible  Preferred  Stock for that  principal  sum.  This issuance was
considered  exempt from registration by reason of Section 4(2) of the Securities
Act.



                                       25

<PAGE>

On March 29,  2000,  there  were  3500  shares  of  Common  Stock  issued to two
individuals for accounting services. These issuances were considered exempt from
registration by reason of Section 4(2) of the Securities Act.

On October 5, 2000,  the  Company  filed a Form S-8  Registration  Statement  in
connection with a newly established Consultants  Compensation Plan (the "Plan").
Pursuant to the Plan,  the Company  registered a total of 500,000  shares of its
common stock.  We issued 448,000 shares  pursuant to the plan to consultants for
the purpose of settling  certain  accounts  payables and accrued  expenses and a
portion  of the  debts of the LLC  which  totaled  $112,000.  This  issuance  as
properly  filed  with the  Securities  and  Exchange  Commission  on Form S-8 in
accordance with the Securities Act of 1933.

Also during October 2000, we sold 700,000 shares of our Common Stock pursuant to
a private  placement  yielding  net proceeds of $175,000  whereby a  substantial
portion of the proceeds was invested in the LLC.  This  issuance was  considered
exempt by reason of Section 4(2) of the Securities Act.

On December 29, 2000, the Company's Board of Directors resolved to reverse split
the Company's issued and outstanding Common Stock on a one for ten basis (1:10).
The effective date was February 1, 2001.

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

In  December  of 2000,  we sold 80,000  units to three  investors  pursuant to a
private  placement,  each Unit  consisting  of four shares of Common Stock and 2
Common Stock Purchase Warrants, each exercisable to purchase one share of common
stock at $0.25 per share,  with such  warrants  expiring on December  31,  2005.
These  issuances  are  considered  exempt  by  reason  of  Section  4(a)  of the
Securities Act of 1933.

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.

There are presently 84 shareholders of the Company.





                                       26

<PAGE>

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K.


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


3.14   Amendment to Preferred Stock Designation, Series 1999

3.15   Amendment to 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

*21.1  Subsidiaries of Registrant



 *Previously filed with Form 10-SB

A Current Report on Form 8-K was filed with the SEC on February 16, 2000.  Also,
on January  31,  2001,  a Current  Report was filed with the SEC.  Both of these
reports can be accessed on the Edgar Database.




                                       27

<PAGE>

                                  SIGNATURES

In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this registration  statement to be signed on its behalf by the
undersigned, thereunto duly authorized.


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

Date: April 6, 2001           /s/ Joseph Cilento
     -----------------       -------------------------------------------
                                  Joseph Cilento, President


                              /s/ Joseph Cilento
                            -------------------------------------------
                                Joseph Cilento, CFO