SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549


                                  FORM S-8


          REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                       PREMIER MORTGAGE RESOURCES, INC.
           ------------------------------------------------------
           (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


         Nevada                                          88-0343833
 ------------------------                         --------------------------
 (STATE OF INCORPORATION)                         (I.R.S. EMPLOYER I.D. NO.)

       280 Windsor Highway  New Windsor, NY               12553
    -------------------------------------------------------------------
       (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)           (ZIP CODE)


                          Consultants Compensation Plan
           -----------------------------------------------------------
                            (FULL TITLE OF THE PLAN)

                            Joseph Cilento, President
                               280 Windsor Highway
                           New Windsor, New York 12553
                                 (914) 561-7770
                                 --------------
(NAME, ADDRESS AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)


                          CALCULATION OF REGISTRATION FEE

                                     PROPOSED        PROPOSED
                                     MAXIMUM         MAXIMUM
TITLE OF EACH CLASS OF               OFFERING        AGGREGATE
SECURITIES TO BE       AMOUNT TO BE  PRICE           OFFERING      REGISTRATION
REGISTERED             REGISTERED    PER UNIT         PRICE(1)          FEE
--------------------------------------------------------------------------------
 Common Stock           500,000        $.25            $125,000        $25.00
$.001 par value
--------------------------------------------------------------------------------
(1)  The  Offering   Price  is  used  solely  for  purposes  of  estimating  the
     registration fee pursuant to Rule 457(c) and by Rule 457(h),  computed upon
     the basis of the  average of the bid and asked price of the  securities  of
     the same class as of a September 29, 2000.


<PAGE>

                                     PART 1

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


Item 1.  Plan Information.

Premier Mortgage Resources, Inc. ("The Company", "we", "us" or the "Registrant"
is offering a total of 500,000 shares of its Common Stock to professionals and
consultants for services including legal consulting, computer consulting and
other consulting services, including legal, computer system design and software
consulting services. The issuance of shares is being made pursuant to the
Consultants Compensation Plan (the "Plan") adopted by the Board of Directors on
October 2, 2000. The 500,000 shares will cover the costs of previously rendered
services as well as ongoing services to the Company. Each consultant has agreed
to accept shares under the Plan in lieu of a cash payment for its services. The
shares issued hereunder will not be subject to any resale restrictions. The Plan
is not qualified under ERISA, nor is this Plan qualified under Section 401(a) of
the Internal Revenue Code.

There are no ongoing  reporting  obligations of  Consultants,  nor are there any
ongoing  contributions from the Registrant.  The purpose of this Registration of
securities on Form S-8 is to compensate  individuals  and/or  entities that have
performed and continue to perform  services to the  Registrant.  Because we have
limited cash flow at this time, the Board has authorized this  registration  and
written  the Plan to satisfy  present  and future  compensation  obligations  to
professionals  and consultants.  This registration is limited to 500,000 shares.
The  Consultants  eligible  for shares  under the Plan have  performed,  or will
perform in the future,  services or  activities  for which  shares may be issued
under a Form S-8. Consultants may contact Joseph Cilento, the Plan Administrator
and President of the Registrant, with any questions at (914) 561-7770, extension
203.


Item 2.  Registrant Information and Employee Plan Annual.

In addition to receiving a copy of the Plan, each eligible Consultant shall have
access,  upon oral or written request,  to any documentation  regarding the Plan
that may not be included in this Registration Statement.


                                     PART II

Item 3.  Incorporation of Documents by Reference.

         The following document, which are on file with the Securities and
Exchange Commission, are incorporated herein by reference:

     (a)  The Company's latest amended annual report (10-KSB), filed May 30,
          2000, pursuant to Section 13(a) or 15(d) of the Securities Exchange
          Act of 1934, as amended (the "Exchange Act"), that contains audited
          financial statements for the Company's latest fiscal year for which
          such statements have been filed. The description of the Company's
          Common Stock is contained in that amended annual report incorporated
          by reference herein.

     (b)  The Company's first and second 10-QSB filings, filed on May 15, 2000
          and August 21, 2000 respectively.


Item 4.  Not Applicable.


Item 5.  Interest of Named Experts And Counsel.

         The Company's Securities Counsel, Law Office of Andrea Cataneo, Ltd.,
is being compensated for legal services by the issuance of 78,000 shares of the
Company's common stock under the Plan.


Item 6.  Indemnification of Directors and Officers.

NEVADA CORPORATION LAW

Section  78.7502 of the  Nevada  General  Corporation  Law  contains  provisions
authorizing indemnification by the Company of directors,  officers, employees or
agents  against  certain  liabilities  and  expenses,  which  they may  incur as
directors,  officers,  employees,  or agents of the Company or of certain  other
entities. Section 78.7502(3) provides for mandatory  indemnification,  including
attorney's fees, if the director, officer, employee or agent has been successful
on the merits or otherwise in defense of any action,  suit or  proceeding  or in
defense of any claim, issue or matter therein. Section 78.751 provides that such


                                                                          Page 2

<PAGE>

indemnification  may  include  payment by the  Company of  expenses  incurred in
defending  a civil or  criminal  action or  proceeding  in  advance of the final
disposition  of such action or proceeding  upon receipt of an undertaking by the
person  indemnified to repay such payment if he shall be ultimately found not to
be  entitled  to  indemnification  under  the  Section.  Indemnification  may be
provided  even  though the  person to be  indemnified  is no longer a  director,
officer, employee or agent of the Company or such other entities. Section 78.752
authorizes  the  Company  to obtain  insurance  on behalf of any such  director,
officer employee or agent against liabilities,  whether or not the Company would
have the power to  indemnify  such person  against  such  liabilities  under the
provisions of the Section 78.7502.

Under Section 78.751(e) the indemnification and advancement of expenses provided
pursuant  to  Sections  78.7502  and 78.751 are not  exclusive,  and  subject to
certain  conditions,  the Company may make other or further  indemnification  or
advancement of expenses of any of its directors,  officers, employees or agents.
Because  neither the Articles of  Incorporation,  as amended,  or By-Laws of our
Company otherwise provide, notwithstanding the failure of the Company to provide
indemnification  and despite a contrary  determination by the Board of Directors
or its shareholders in a specific case, a director,  officer,  employee or agent
of the  Company  who is or was a party to a  proceeding  may apply to a court of
competent  jurisdiction for  indemnification or advancement of expenses or both,
and the court may order  indemnification and advancement of expenses,  including
expenses  incurred in seeking  court-ordered  indemnification  or advancement of
expenses  if  it  determines  that  the  petitioner  is  entitled  to  mandatory
indemnification pursuant to Section 78.7502(3) because he has been successful on
the merits, or because the Company has the power to indemnify on a discretionary
basis  pursuant  to Section  78.7502 or because  the court  determines  that the
petitioner is fairly and reasonably  entitled  indemnification or advancement of
expenses or both in view of all the relevant circumstances.

ARTICLES OF INCORPORATION AND BY-LAWS

Our Articles of  Incorporation  and By-Laws  empower us to indemnify  current or
former  directors,  officers,  employees  or agents of the  Company  or  persons
serving by request of the Company in such capacities in any other  enterprise or
persons who have served by the request of the Company is such  capacities in any
other  enterprise  to the full  extent  permitted  by the  laws of the  State of
Nevada.

INDEMNITY AGREEMENTS

To induce and  encourage  highly  experienced  and  capable  persons to serve as
directors and officers, our Company has entered into an Indemnity Agreement with
each  director  and officer  presently  serving the Company and will provide the
same  agreement to future  directors and officers as well as certain  agents and
employees.  The Agreement  provides that we shall  indemnify the director and/or
officer, or other person, when he or she is a party to, or threatened to be made
a party to, a proceeding by, or in the name of, the Company.  Expenses  incurred
by the indemnified person in any proceeding are to be paid to the fullest extent
permitted by applicable  law. The Agreement may at some time require the Company
to pay out funds which  might  otherwise  be  utilized to further the  Company=s
business  objectives,  thereby  reducing our ability to carry out our  projected
business plans.

SEC POSITION ON INDEMNIFICATION FOR SECURITY ACT LIABILITY

Insofar as indemnification  for liabilities  arising under the Securities Act of
1933,  as amended,  may be permitted  to  directors,  officers  and  controlling
persons of the Company pursuant to the foregoing provisions,  or otherwise,  the
Company has been  advised  that in the opinion of the  Securities  and  Exchange
Commission  such  indemnification  is against  public policy as expressed in the
Securities Act of 1933, as amended, and is, therefore, unenforceable. If a claim
for  indemnification  against  such  liabilities  (other than the payment by the
Company of  expenses  incurred  or paid by a  director,  officer or  controlling
person  of the  Company  in  the  successful  defense  of any  action,  suit  or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered, the Company will, unless in the
opinion of its counsel  the matter has been  settled by  controlling  precedent,


                                                                          Page 3

<PAGE>

submit to a court of  appropriate  jurisdiction  the  question  of whether  such
indemnification  by it is against public policy  expressed in the Securities Act
of 1933,  as amended,  and will be governed  by the final  adjudication  of such
issue.

OFFICERS AND DIRECTORS LIABILITY INSURANCE

At present,  we do not maintain Officers and Directors  Liability Insurance and,
because of the anticipated  cost of such insurance,  we have no present plans to
obtain such insurance.


Item 7.  Exemption from Registration Claimed.

Not applicable.


Item 8.  Exhibits.

         The Articles of Incorporation and all amendments made thereto, which
define the rights of common shareholders among other things, have been
previously filed. The Registrant does not intend for this Plan to be qualified
under ERISA, and therefore does not need to comply with ERISA. The Exhibit Index
for included exhibits for this Form S-8 Registration appears immediately before
signatures.


Item 9.  UNDERTAKINGS.

Premier Mortgage Resources, Inc. hereby undertakes:

(1) To file  during any period in which  offers or sales are being  made,  post-
effective amendments(s) to this Registration Statement:

     (i)   To include any prospectus required by Section 10(a)(3) of the
Securities Act;

     (ii) To reflect in the  prospectus  any facts or events  arising  after the
effective date of the Registration  Statement (or the most recent post-effective
amendment  thereof)  which,   individually  or  in  the  aggregate  represent  a
fundamental change in the information set forth in the Registration Statement;

     (iii) To  include  any  material  information  with  respect to the plan of
distribution  not  previously  disclosed  in the  Registration  Statement or any
material change to such information in the Registration Statement;

     Provided,  however,  that paragraphs (1)(i) and (1)(ii) do not apply if the
Registration  Statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Company pursuant to Section 13 or Section 15(d) of
the  Exchange  Act  that  are  incorporated  by  reference  in the  Registration
Statement.

(2) That, for the purpose of determining any liability under the Securities Act,
each such post-effective  amendment shall be deemed a new registration statement
relating to the securities  offered  therein and the offering of such securities
at that time shall be deemed the initial BONA FIDE offering thereof.

(3) To remove from  registration by means of a  post-effective  amendment any of
the securities  being  registered  which remain unsold at the termination of the
Plan.

(4) That, for purposes of determining  any liability  under the Securities  Act,
each filing of the Company's  annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act that is incorporated by reference in the  Registration
Statement  shall be deemed to be a new  registration  statement  relating to the
securities  offered  therein,  and the offering of such  securities at that time
shall be deemed to be the initial BONA FIDE offering thereof.

(5) Insofar as indemnification  for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers or  controlling  persons of the

                                                                          Page 4

<PAGE>

registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the  adjudication of such
issue.

                               EXHIBIT INDEX

3.1*    Articles of Incorporation of Mortgage Resources, Inc., dated August 17,
        1995

3.2*    Articles of Amendment, dated October 16, 1995

3.3*    Annual List, changing corporate name to Premier Mortgage Resources,
        Inc., dated August 20, 1997

3.4*    Certificate of Reinstatement, dated August 20, 1997

3.5*    Bylaws of Mortgage Resources, Inc.

3.6*    Articles of Incorporation of United National, Inc., dated November 21,
        1997

3.7*    Articles of Organization of United National Mortgage, LLC, dated October
        2, 1996

3.8*    Certificate Of Amendment to Articles of Organization of United National
        Mortgage, LLC, dated February 3, 1998

3.9*    Operating Agreement of United National Mortgage, LLC, dated July 1, 1996

3.10*   LLC Interest Acquisition Agreement

 5.1    Legal Opinion of Andrea Cataneo, Esq.

10.7    Consultants Compensation Plan

10.8    Unanimous Consent of Board of Directors adopting the Consultants
        Compensation Plan

24.1    Consent of Andrea Cataneo, Esq. (contained in Exhibit 5.1)

24.2    Consent of Auditors

* Previously filed with FORM 10-SB.

      SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New Windsor, State of New York, September 29,
2000.

                                        PREMIER MORTGAGE RESOURCES, INC.

                                        By: /s/ Joseph Cilento
                                           --------------------------------
                                           Joseph Cilento
                                           President/CEO/CFO

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

SIGNATURE                               TITLE            DATE
---------                               -----            ----

/s/ Joseph Cilento                   President/CEO,      10/4/00
---------------------------          Secretary/CFO
Joseph Cilento

/s/ Joseph Cilento                   Treasurer           10/4/00
---------------------------
Joseph Cilento
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SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549

                                  FORM S-8

          REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                       PREMIER MORTGAGE RESOURCES, INC.
           ------------------------------------------------------
           (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

         Nevada                                          88-0343833
 ------------------------                         --------------------------
 (STATE OF INCORPORATION)                         (I.R.S. EMPLOYER I.D. NO.)

       280 Windsor Highway  New Windsor, NY               12553
    -------------------------------------------------------------------
       (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)           (ZIP CODE)

                          Consultants Compensation Plan
           -----------------------------------------------------------
                            (FULL TITLE OF THE PLAN)

                            Joseph Cilento, President
                               280 Windsor Highway
                           New Windsor, New York 12553
                                 (914) 561-7770
                                 --------------
(NAME, ADDRESS AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                          CALCULATION OF REGISTRATION FEE

                                     PROPOSED        PROPOSED
                                     MAXIMUM         MAXIMUM
TITLE OF EACH CLASS OF               OFFERING        AGGREGATE
SECURITIES TO BE       AMOUNT TO BE  PRICE           OFFERING      REGISTRATION
REGISTERED             REGISTERED    PER UNIT         PRICE(1)          FEE
--------------------------------------------------------------------------------
 Common Stock           500,000        $.25            $125,000        $25.00
$.001 par value
--------------------------------------------------------------------------------
(1)  The  Offering   Price  is  used  solely  for  purposes  of  estimating  the
     registration fee pursuant to Rule 457(c) and by Rule 457(h),  computed upon
     the basis of the  average of the bid and asked price of the  securities  of
     the same class as of a September 29, 2000.
PART 1

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

Premier Mortgage Resources, Inc. ("The Company", "we", "us" or the "Registrant"
is offering a total of 500,000 shares of its Common Stock to professionals and
consultants for services including legal consulting, computer consulting and
other consulting services, including legal, computer system design and software
consulting services. The issuance of shares is being made pursuant to the
Consultants Compensation Plan (the "Plan") adopted by the Board of Directors on
October 2, 2000. The 500,000 shares will cover the costs of previously rendered
services as well as ongoing services to the Company. Each consultant has agreed
to accept shares under the Plan in lieu of a cash payment for its services. The
shares issued hereunder will not be subject to any resale restrictions. The Plan
is not qualified under ERISA, nor is this Plan qualified under Section 401(a) of
the Internal Revenue Code.

There are no ongoing  reporting  obligations of  Consultants,  nor are there any
ongoing  contributions from the Registrant.  The purpose of this Registration of
securities on Form S-8 is to compensate  individuals  and/or  entities that have
performed and continue to perform  services to the  Registrant.  Because we have
limited cash flow at this time, the Board has authorized this  registration  and
written  the Plan to satisfy  present  and future  compensation  obligations  to
professionals  and consultants.  This registration is limited to 500,000 shares.
The  Consultants  eligible  for shares  under the Plan have  performed,  or will
perform in the future,  services or  activities  for which  shares may be issued
under a Form S-8. Consultants may contact Joseph Cilento, the Plan Administrator
and President of the Registrant, with any questions at (914) 561-7770, extension
203.

Item 2.  Registrant Information and Employee Plan Annual.

In addition to receiving a copy of the Plan, each eligible Consultant shall have
access,  upon oral or written request,  to any documentation  regarding the Plan
that may not be included in this Registration Statement.

                                     PART II

Item 3.  Incorporation of Documents by Reference.

         The following document, which are on file with the Securities and
Exchange Commission, are incorporated herein by reference:

     (a)  The Company's latest amended annual report (10-KSB), filed May 30,
          2000, pursuant to Section 13(a) or 15(d) of the Securities Exchange
          Act of 1934, as amended (the "Exchange Act"), that contains audited
          financial statements for the Company's latest fiscal year for which
          such statements have been filed. The description of the Company's
          Common Stock is contained in that amended annual report incorporated
          by reference herein.

     (b)  The Company's first and second 10-QSB filings, filed on May 15, 2000
          and August 21, 2000 respectively.

Item 4.  Not Applicable.

Item 5.  Interest of Named Experts And Counsel.

         The Company's Securities Counsel, Law Office of Andrea Cataneo, Ltd.,
is being compensated for legal services by the issuance of 78,000 shares of the
Company's common stock under the Plan.

Item 6.  Indemnification of Directors and Officers.

NEVADA CORPORATION LAW

Section  78.7502 of the  Nevada  General  Corporation  Law  contains  provisions
authorizing indemnification by the Company of directors,  officers, employees or
agents  against  certain  liabilities  and  expenses,  which  they may  incur as
directors,  officers,  employees,  or agents of the Company or of certain  other
entities. Section 78.7502(3) provides for mandatory  indemnification,  including
attorney's fees, if the director, officer, employee or agent has been successful
on the merits or otherwise in defense of any action,  suit or  proceeding  or in
defense of any claim, issue or matter therein. Section 78.751 provides that such

                                                                          Page 2
indemnification  may  include  payment by the  Company of  expenses  incurred in
defending  a civil or  criminal  action or  proceeding  in  advance of the final
disposition  of such action or proceeding  upon receipt of an undertaking by the
person  indemnified to repay such payment if he shall be ultimately found not to
be  entitled  to  indemnification  under  the  Section.  Indemnification  may be
provided  even  though the  person to be  indemnified  is no longer a  director,
officer, employee or agent of the Company or such other entities. Section 78.752
authorizes  the  Company  to obtain  insurance  on behalf of any such  director,
officer employee or agent against liabilities,  whether or not the Company would
have the power to  indemnify  such person  against  such  liabilities  under the
provisions of the Section 78.7502.

Under Section 78.751(e) the indemnification and advancement of expenses provided
pursuant  to  Sections  78.7502  and 78.751 are not  exclusive,  and  subject to
certain  conditions,  the Company may make other or further  indemnification  or
advancement of expenses of any of its directors,  officers, employees or agents.
Because  neither the Articles of  Incorporation,  as amended,  or By-Laws of our
Company otherwise provide, notwithstanding the failure of the Company to provide
indemnification  and despite a contrary  determination by the Board of Directors
or its shareholders in a specific case, a director,  officer,  employee or agent
of the  Company  who is or was a party to a  proceeding  may apply to a court of
competent  jurisdiction for  indemnification or advancement of expenses or both,
and the court may order  indemnification and advancement of expenses,  including
expenses  incurred in seeking  court-ordered  indemnification  or advancement of
expenses  if  it  determines  that  the  petitioner  is  entitled  to  mandatory
indemnification pursuant to Section 78.7502(3) because he has been successful on
the merits, or because the Company has the power to indemnify on a discretionary
basis  pursuant  to Section  78.7502 or because  the court  determines  that the
petitioner is fairly and reasonably  entitled  indemnification or advancement of
expenses or both in view of all the relevant circumstances.

ARTICLES OF INCORPORATION AND BY-LAWS

Our Articles of  Incorporation  and By-Laws  empower us to indemnify  current or
former  directors,  officers,  employees  or agents of the  Company  or  persons
serving by request of the Company in such capacities in any other  enterprise or
persons who have served by the request of the Company is such  capacities in any
other  enterprise  to the full  extent  permitted  by the  laws of the  State of
Nevada.

INDEMNITY AGREEMENTS

To induce and  encourage  highly  experienced  and  capable  persons to serve as
directors and officers, our Company has entered into an Indemnity Agreement with
each  director  and officer  presently  serving the Company and will provide the
same  agreement to future  directors and officers as well as certain  agents and
employees.  The Agreement  provides that we shall  indemnify the director and/or
officer, or other person, when he or she is a party to, or threatened to be made
a party to, a proceeding by, or in the name of, the Company.  Expenses  incurred
by the indemnified person in any proceeding are to be paid to the fullest extent
permitted by applicable  law. The Agreement may at some time require the Company
to pay out funds which  might  otherwise  be  utilized to further the  Company=s
business  objectives,  thereby  reducing our ability to carry out our  projected
business plans.

SEC POSITION ON INDEMNIFICATION FOR SECURITY ACT LIABILITY

Insofar as indemnification  for liabilities  arising under the Securities Act of
1933,  as amended,  may be permitted  to  directors,  officers  and  controlling
persons of the Company pursuant to the foregoing provisions,  or otherwise,  the
Company has been  advised  that in the opinion of the  Securities  and  Exchange
Commission  such  indemnification  is against  public policy as expressed in the
Securities Act of 1933, as amended, and is, therefore, unenforceable. If a claim
for  indemnification  against  such  liabilities  (other than the payment by the
Company of  expenses  incurred  or paid by a  director,  officer or  controlling
person  of the  Company  in  the  successful  defense  of any  action,  suit  or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered, the Company will, unless in the
opinion of its counsel  the matter has been  settled by  controlling  precedent,

                                                                          Page 3
submit to a court of  appropriate  jurisdiction  the  question  of whether  such
indemnification  by it is against public policy  expressed in the Securities Act
of 1933,  as amended,  and will be governed  by the final  adjudication  of such
issue.

OFFICERS AND DIRECTORS LIABILITY INSURANCE

At present,  we do not maintain Officers and Directors  Liability Insurance and,
because of the anticipated  cost of such insurance,  we have no present plans to
obtain such insurance.

Item 7.  Exemption from Registration Claimed.

Not applicable.

Item 8.  Exhibits.

         The Articles of Incorporation and all amendments made thereto, which
define the rights of common shareholders among other things, have been
previously filed. The Registrant does not intend for this Plan to be qualified
under ERISA, and therefore does not need to comply with ERISA. The Exhibit Index
for included exhibits for this Form S-8 Registration appears immediately before
signatures.

Item 9.  UNDERTAKINGS.

Premier Mortgage Resources, Inc. hereby undertakes:

(1) To file  during any period in which  offers or sales are being  made,  post-
effective amendments(s) to this Registration Statement:

     (i)   To include any prospectus required by Section 10(a)(3) of the
Securities Act;

     (ii) To reflect in the  prospectus  any facts or events  arising  after the
effective date of the Registration  Statement (or the most recent post-effective
amendment  thereof)  which,   individually  or  in  the  aggregate  represent  a
fundamental change in the information set forth in the Registration Statement;

     (iii) To  include  any  material  information  with  respect to the plan of
distribution  not  previously  disclosed  in the  Registration  Statement or any
material change to such information in the Registration Statement;

     Provided,  however,  that paragraphs (1)(i) and (1)(ii) do not apply if the
Registration  Statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Company pursuant to Section 13 or Section 15(d) of
the  Exchange  Act  that  are  incorporated  by  reference  in the  Registration
Statement.

(2) That, for the purpose of determining any liability under the Securities Act,
each such post-effective  amendment shall be deemed a new registration statement
relating to the securities  offered  therein and the offering of such securities
at that time shall be deemed the initial BONA FIDE offering thereof.

(3) To remove from  registration by means of a  post-effective  amendment any of
the securities  being  registered  which remain unsold at the termination of the
Plan.

(4) That, for purposes of determining  any liability  under the Securities  Act,
each filing of the Company's  annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act that is incorporated by reference in the  Registration
Statement  shall be deemed to be a new  registration  statement  relating to the
securities  offered  therein,  and the offering of such  securities at that time
shall be deemed to be the initial BONA FIDE offering thereof.

(5) Insofar as indemnification  for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers or  controlling  persons of the

                                                                          Page 4
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the  adjudication of such
issue.

                               EXHIBIT INDEX

3.1*    Articles of Incorporation of Mortgage Resources, Inc., dated August 17,
        1995

3.2*    Articles of Amendment, dated October 16, 1995

3.3*    Annual List, changing corporate name to Premier Mortgage Resources,
        Inc., dated August 20, 1997

3.4*    Certificate of Reinstatement, dated August 20, 1997

3.5*    Bylaws of Mortgage Resources, Inc.

3.6*    Articles of Incorporation of United National, Inc., dated November 21,
        1997

3.7*    Articles of Organization of United National Mortgage, LLC, dated October
        2, 1996

3.8*    Certificate Of Amendment to Articles of Organization of United National
        Mortgage, LLC, dated February 3, 1998

3.9*    Operating Agreement of United National Mortgage, LLC, dated July 1, 1996

3.10*   LLC Interest Acquisition Agreement

 5.1    Legal Opinion of Andrea Cataneo, Esq.

10.7    Consultants Compensation Plan

10.8    Unanimous Consent of Board of Directors adopting the Consultants
        Compensation Plan

24.1    Consent of Andrea Cataneo, Esq. (contained in Exhibit 5.1)

24.2    Consent of Auditors

* Previously filed with FORM 10-SB.

      SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New Windsor, State of New York, September 29,
2000.

                                        PREMIER MORTGAGE RESOURCES, INC.

                                        By: /s/ Joseph Cilento
                                           --------------------------------
                                           Joseph Cilento
                                           President/CEO/CFO

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

SIGNATURE                               TITLE            DATE
---------                               -----            ----

/s/ Joseph Cilento                   President/CEO,      10/4/00
---------------------------          Secretary/CFO
Joseph Cilento

/s/ Joseph Cilento                   Treasurer           10/4/00
---------------------------
Joseph Cilento