Exhibit 31.1

                            CERTIFICATION PURSUANT TO
    SECURITIES EXCHANGE ACT OF 1934: RULES 13a-14, 13a-15, 15d-14, and 15d-15
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Terry Deru, certify that:

         (1)     I have reviewed this report on Form 10-KSB/A (Amendement No.1)
                 of Prime Resource, Inc;

         (2)     Based on my knowledge, this report does not contain any untrue
                 statement of a material fact or omit to state a material fact
                 necessary to make the statements made, in light of the
                 circumstances under which such statements were made, not
                 misleading with respect to the period covered by this report;

         (3)     Based on my knowledge, the financial statements, and other
                 financial information included in this report fairly present in
                 all material respects the financial condition, results of
                 operations and cash flows of the small business as of, and for,
                 the periods presented in this report.

         (4)     The small business issuer's other certifying officers and I are
                 responsible for establishing and maintaining disclosure
                 controls and procedures (as defined in Exchange Act Rules 13a-
                 15e and 15d-15(e) and have:

         (a)     Designed such disclosure controls and procedures, or caused
                 such disclosure controls and procedures to be designed under
                 our supervision, to ensure the material information relating to
                 the small business issuer, including its consolidated
                 subsidiaries, is made known to us by others within those
                 entities particularly during the period in which this report is
                 being prepared;

         (b)     Evaluated the effectiveness of the small business issuer's
                 disclosure controls and procedures and presented in this report
                 our conclusions about the effectiveness of the disclosure
                 controls and procedures, as of the end of the period covered by
                 this report based on such evaluation; and

         (c)     Disclosed in this report any change in the small business
                 issuer's internal control over financial reporting that
                 occurred during the small business issuer's most recent fiscal
                 quarter (the small business issuer's fourth fiscal quarter in
                 the case of an annual report) that has materially affected, or
                 is reasonably likely to materially affect, the small business
                 issuer's internal control over financial reporting; and

         (5)     The small business issuer's other certifying officer(s) and I
                 have disclosed, based on our most recent evaluation, of
                 internal control over financial reporting, to the small
                 business issuer's auditors and the audit committee of the small
                 business issuer's board of directors (or persons performing the
                 equivalent functions):

         (a)     All significant deficiencies and material weaknesses in the
                 design or operation of internal control over financial
                 reporting which are reasonably likely to adversely affect the
                 small business issuer's ability to record, process, summarize
                 and report financial information; and


         (b)     Any fraud, whether or not material, that involves management or
                 other employees who have a significant role in the small
                 business issuer's internal control over financial reporting.



DATE:     January 5, 2006


__/s/_Terry M. Deru______________________________
Signature

---------------------------------
Terry M. Deru, Chief Executive Officer


<PAGE>

Exhibit 31.2

                            CERTIFICATION PURSUANT TO
    SECURITIES EXCHANGE ACT OF 1934: RULES 13a-14, 13a-15, 15d-14, and 15d-15
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


I, Andrew Limpert, certify that:

         (1)      I have reviewed this report on Form 10-KSB/A (Amendment No. 1)
                  of Prime Resource, Inc;

         (2)     Based on my knowledge, this report does not contain any untrue
                 statement of a material fact or omit to state a material fact
                 necessary to make the statements made, in light of the
                 circumstances under which such statements were made, not
                 misleading with respect to the period covered by this report;

         (3)     Based on my knowledge, the financial statements, and other
                 financial information included in this report fairly present in
                 all material respects the financial condition, results of
                 operations and cash flows of the small business as of, and for,
                 the periods presented in this report.

         (4)     The small business issuer's other certifying officers and I are
                 responsible for establishing and maintaining disclosure
                 controls and procedures (as defined in Exchange Act Rules 13a-
                 15e and 15d-15(e) and have:

         (a)     Designed such disclosure controls and procedures, or caused
                 such disclosure controls and procedures to be designed under
                 our supervision, to ensure the material information relating to
                 the small business issuer, including its consolidated
                 subsidiaries, is made known to us by others within those
                 entities particularly during the period in which this report is
                 being prepared;

         (b)     Evaluated the effectiveness of the small business issuer's
                 disclosure controls and procedures and presented in this report
                 our conclusions about the effectiveness of the disclosure
                 controls and procedures, as of the end of the period covered by
                 this report based on such evaluation; and

         (c)     Disclosed in this report any change in the small business
                 issuer's internal control over financial reporting that
                 occurred during the small business issuer's most recent fiscal
                 quarter (the small business issuer's fourth fiscal quarter in
                 the case of an annual report) that has materially affected, or
                 is reasonably likely to materially affect, the small business
                 issuer's internal control over financial reporting; and

         (5)     The small business issuer's other certifying officer(s) and I
                 have disclosed, based on our most recent evaluation, of
                 internal control over financial reporting, to the small
                 business issuer's auditors and the audit committee of the small
                 business issuer's board of directors (or persons performing the
                 equivalent functions):

         (a)     All significant deficiencies and material weaknesses in the
                 design or operation of internal control over financial
                 reporting which are reasonably likely to adversely affect the
                 small business issuer's ability to record, process, summarize
                 and report financial information; and

         (b)     Any fraud, whether or not material, that involves management or
                 other employees who have a significant role in the small
                 business issuer's internal control over financial reporting.

DATE:     January 5, 2006

_/s/_Andrew W. Limpert_______________________________
Signature

--------------------------------
Andrew Limpert, Chief Financial Officer