Exhibit 32.1

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly Report of Prime Resource, Inc. (the "Company")
on Form 10-QSB/A (Amendment No. 1) for the period ending September 30, 2005, as
filed with the Securities and Exchange Commission on the date hereof (the
"Report"), we, Mr. Terry Deru, President and Chief Executive Officer and Mr.
Andrew Limpert, Chief Financial Officer, certify, pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that
to the best of our knowledge and belief:

         (1) The accompanying quarterly report on form 10 -QSB/A (Amendment
No.1) for the period ending September 30, 2005 fully complies with the
requirements of section 13 (a) or 15 (d) of the Securities Exchange Act of 1934;
and

         (2) The information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of Prime
Resource, Inc.




Date:    January 5, 2006                     /s/ Terry M. Deru
                                            Mr. Terry M. Deru
                                            President, Director



Date:    January 5, 2006                    /s/ Andrew W. Limpert
                                            Mr. Andrew W. Limpert
                                            CFO, Director

A signed original of this written statement required by Section 906 or other
document authenticating, acknowledging, or otherwise adopting the signature that
appears in typed form with the electronic version of this written statement has
been provided to the Company and will be retained by the Company and furnished
to the Securities and Exchange Commission or its staff upon request.