U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) __January 2, 2006, ______
Prime Resource, Inc.
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(Name of small business issuer as specified in its charter)
Utah 333-88480 04-3648721
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
1245 East Brickyard Road, Suite 590, Salt Lake City, UT 84106
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (801) 433-2000
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)).
Section 4 - Matters Related to Accountants and Financial Statements
Item 4.01 Changes in Registrant's Certifying Accountant.
a) On or about January 1, 2006, Child, Sullivan & Company, the principal
accountant for Prime Resources (the "Company") changed its accounting practice
from a corporation to a professional limited liability company named Child, Van
Wagoner & Bradshaw, PLLC. As this is viewed as a separate successor legal
entity, the Company transferred its accounting arrangement with Child, Sullivan
& Company as principal accountant to Child, Van Wagoner & Bradshaw, PLLC, as the
Company's principal accountants for the Company's fiscal year ending December
31, 2005 and the interim periods for 2005 and 2006. The decision to change
principal accountants was approved by the Company's Board of Directors. Since
Prime regards this change as primarily an internal reorganization and name
change by its principal auditors, it does not intend to seek any special
shareholder ratification of this change.
None of the reports of Child, Sullivan & Company, on the Company's financial
statements for either of the past two years or subsequent interim period
contained an adverse opinion or disclaimer of opinion, or was qualified or
modified as to uncertainty, audit scope or accounting principles.
There were no disagreements between the Company and Child, Sullivan & Company,
on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which, if not resolved to the
satisfaction of Child, Sullivan & Company, would have caused them to make
reference to the subject matter of the disagreement in connection with its
report. Further, Child, Sullivan & Company has not advised the Registrant that:
1) internal controls necessary to develop reliable financial statements did not
exist; or
2) information has come to the attention of Child, Sullivan & Company which made
it unwilling to rely upon management's representations, or made it unwilling to
be associated with the financial statements prepared by management; or
3) the scope of the audit should be expanded significantly, or information has
come to the attention of Child, Sullivan & Company that they have concluded
will, or if further investigated might, materially impact the fairness or
reliability of a previously issued audit report or the underlying financial
statements, or the financial statements issued or to be issued covering the
fiscal year ended December 31, 2005.
(b) On or about January 2, 2006 the Registrant engaged Child, Van Wagoner &
Bradshaw, PLLC as its principal accountant to audit the Registrant's financial
statements as the successor to Child, Sullivan & Company. During the
Registrant's two most recent fiscal years, or subsequent interim period, the
Registrant has not consulted with the entity of Child, Van Wagoner & Bradshaw,
PLLC regarding the application of accounting principles to a specific
transaction, either completed or proposed, or the type of audit opinion that
might be rendered on the Registrant's financial statements, nor did the entity
of Child, Van Wagoner & Bradshaw, PLLC provide advice to the Registrant, either
written or oral, that was an important factor considered by the Registrant in
reaching a decision as to the accounting, auditing or financial reporting issue.
Further, during the Registrant's two most recent fiscal years or subsequent
interim period, the Registrant has not consulted the entity of Child, Van
Wagoner & Bradshaw, PLLC on any matter that was the subject of a disagreement or
a reportable event.
The company has recently reported a restatement of certain accounting
information involving the review and audit by Child, Sullivan & Company.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
Exhibit
Number Descriptions
16.1 Letter from Child, Sullivan & Company dated January 2, 2006 regarding
change in certifying accountant
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Prime Resource, Inc.
Date: January 2, 2006 By: /s/ Terry M. Deru
Terry M. Deru, President