SecProbe.io

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Via Facsimile and U.S. Mail
Mail Stop 6010
								October 21, 2005

Mr. Terry M. Deru
President and Director
Prime Resource, Inc.
1245 East Brickyard Road
Suite 590
Salt Lake City, UT  84106

Re:	Prime Resource, Inc.
	Form 10-KSB for Fiscal Year Ended December 31, 2004
	Forms 10-Q for Fiscal Quarters Ended
March 31, 2005 and June 30, 2005
      File No. 333-88480

Dear Mr. Deru:

      We have reviewed your filings and have the following
comments.
We have limited our review of your filings to only your financial
statements and related disclosures and do not intend to expand our
review to other portions of your documents.  Where indicated, we
think you should revise your documents in response to these
comments.
If you disagree, we will consider your explanation as to why our
comment is inapplicable or a revision is unnecessary.  Please be
as
detailed as necessary in your explanation.  In some of our
comments,
we ask you to provide us with more information so we may better
understand your disclosure.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 10-KSB for the year ended December 31, 2004

Item 6. Plan of Operations, page 13

Results of Operations, page 14

1. It appears that your discussion of revenues and expenses is not
consistent with the line item amounts presented in your statement
of
operations on page F-3.  Please revise your disclosures to discuss
the material changes in the line items presented in your financial
statement for each period presented as required by Rule
303(b)(1)(vi)
of Regulation S-B.  Please revise your 2005 Forms 10-QSB
disclosures,
accordingly.

2. Your disclosure that you do not segregate expenses by
subsidiary
or division appears to be inconsistent with your disclosure of
segment expenses in Note 7 to your financial statements. If
certain
general and administrative expenses are not allocated at the
segment
level or not considered in evaluating segment performance, please
state this fact.  Please revise your disclosures, accordingly.

3. It appears from your disclosure in Note 1 to the financial
statements that certain accounting estimates or assumptions have a
material impact on your financial statements.  Please revise your
disclosure to include a discussion of your critical accounting
estimates as outlined in Section V of Financial Reporting Release
No.
72 or explain to us why you believe you have no critical
accounting
estimates or assumptions.

Item 7. Financial Statements

4. Your independent auditors cannot both prepare and opine on the
financial statements.  If Child, Sullivan & Co. has prepared the
financial statements, please engage another independent accounting
firm to re-audit the financial statements that are included in
this
annual report.  Please refer to Rule 2-01(c)(4)(i) of Regulation
S-X.
Otherwise, please remove this disclosure and explain to us why a
re-
audit of your financial statements is not required.

Note 1. Significant Accounting Policies, page F-7

Trade Receivables, page F-8

5. Please revise your disclosure to quantify the amount of bad
debts
and charge backs for premium cancellations netted against your
ending
receivables balance.  If material, revise your Plan of Operations
disclosures to discuss the impact of these amounts on operating
results for each period presented.  Please revise your 2005 Forms
10-
QSB disclosures, accordingly.

Trading Securities, page F-11

6. Please disclose, and explain to us, your basis for classifying
your investments in mutual funds and common stock as trading
securities under paragraph 12a of SFAS 115.  We note that you
discount publicly traded securities based on volume and liquidity
considerations and include non-publicly traded securities in your
trading securities portfolio.  Please explain to us how these
securities have readily determinable fair values as discussed in
paragraph 3 of SFAS 115.   In your response, tell us the cost and
the
fair value of each security as of December 31, 2003, December 31,
2004 and June 30, 2005, and how you determined the fair value of
each
security in your portfolio.

Note 11. Income Taxes, page F-17

7. Please revise your filing to clarify the nature of each
deferred
tax asset and liability.  In addition, please revise your equity
footnote disclosure to discuss the issuance of stock compensation
that resulted in a deferred tax asset.

Item 8A. Controls and Procedures, page 18

8. You indicate that you performed your evaluation of the
effectiveness of your disclosure controls and procedures within 90
days of the filing date of your report.  Please revise your
disclosure, if true, to state that you performed your evaluation
as
of the end of the period covered by your report as required by
Rule
307 of Regulation S-B or if not true, tell us the remedial action
you
intend to take.  In addition, please revise your disclosure to
specifically indicate whether you concluded your disclosure
controls
and procedures were effective or ineffective.  Please revise your
2005 Forms 10-QSB disclosures, accordingly.

Exhibits 31, pages 29 and 31

9. Please revise your certifications to conform with the language
presented in Rule 601(b)(31) of Regulation S-B.  Please note that
as
you are not an accelerated filer, you may only modify the
certification language to remove the discussion of your report on
internal controls over financial reporting in paragraphs 4 and 4b
as
indicated in Section IIIE of Release No. 33-8238 issued June 5,
2003.
Please currently date your revised certifications.  Please revise
your 2005 Forms 10-QSB certifications, accordingly.

Form 10-QSB for the six months ended June 30, 2005

Item 1. Financial Statements, page 3

Consolidated Balance Sheet, page 3

10. Revise your filing to disclose the nature and terms of the
$250,000 notes receivable classified as a current asset.  Please
expand your liquidity discussion to address the purpose of the
loan
and its ultimate collection.

Notes to Financial Statements, page 7

11. Please provide the segment information required by paragraph
33
of SFAS 131.

Item 2. Management`s Discussion and Analysis of Financial
Condition
or Plan of Operation, page 8

Plan of Operations, page 8

12. Please discuss the reasons for the material changes in
revenues
and profits from period to period for each operating entity
presented.

13. Please revise your disclosure to discuss the reason for the
material increases in commission expenses and employee costs in
the
second quarter of 2005.  We note that your commission expenses
increased at a greater rate than your increase in revenues.

      As appropriate, please amend your Form 10-KSB for the year
ended December 31, 2004 and Forms 10-QSB for the quarters ended
March
31, 2005 and June 30, 2005 and respond to these comments within 10
business days or tell us when you will respond.  You may wish to
provide us with marked copies of the amendments to expedite our
review.  Please furnish a cover letter with your amendments that
keys
your responses to our comments and provides any requested
information.  Detailed cover letters greatly facilitate our
review.
Please file the letter on EDGAR under the form type label CORRESP.
Please understand that we may have additional comments after
reviewing your amendments and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in your letter, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      If you have any questions, please contact Mark Brunhofer,
Staff
Accountant, at (202) 551-3638 or Donald Abbott, Senior Staff
Accountant, at (202) 551-3608.  In this regard, do not hesitate to
contact me, at (202) 551-3679.

Sincerely,

Jim B. Rosenberg
Senior Assistant Chief Accountant
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Mr. Terry M. Deru
Prime Resource, Inc.
October 21, 2005
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