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, James Tilton, certify that:

1. I have reviewed this report on Form 10-KSB 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

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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: March 31, 2006



By: /s/ James Tilton
---------------------------------------
James Tilton, Chief Financial Officer


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