As filed with the Securities and Exchange Commission on May 29, 2001


                          Registration No. ___-__________

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, DC 20549

                     ------------------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                       UNDER THE SECURITIES ACT OF 1933

                     ------------------------------------

                            PRIME COMPANIES, INC.
          (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                DELAWARE                                   52-2031531
     (STATE OR OTHER JURISDICTION                       (I.R.S. EMPLOYER
     OF INCORPORATION OR ORGANIZATION)               IDENTIFICATION NUMBER)


                                409 Center Street
                           Yuba City, California 95991
                     (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)


                        CONSULTING AGREEMENT OF BRENT FOUCH
                               (FULL TITLE OF PLAN)

                                ------------------

                         Stephen Goodman, Secretary/Treasurer
                            2975 Treat Boulevard, Suite C-8
                              Concord, California 94518
                                   925 687 9669
            (NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)

                                ------------------

                                     COPY TO:
                             Pfeffer & Williams, PC
                         155 Montgomery Street, Suite 609
                              San Francisco, CA 94104
                                   415 296 7272

                                ------------------
<TABLE>
<CAPTION>

                          CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------

Title of Securities  Amount being    Proposed Maximum    Proposed Maximum    Amount of
 To be registered     Registered (1)  Offering price         Aggregate     Registration
                                       Per Share (2)      Offering Price        Fee
-----------------------------------------------------------------------------------------
<S>                  <C>              <C>                <C>               <C>
Common Stock, par       675,000          $.10                $67,500          $16.88
Value
$.0001 per share
-----------------------------------------------------------------------------------------

(1)  Pursuant to Rule 416 under the  Securities  Act of 1933,  as  amended,  the
number of shares of the  issuer's  Common  Stock  registered  hereunder  will be
adjusted in the event of stock splits, stock dividends or similar transactions.


(2)  Estimated  solely  for  the  purpose  of  calculating  the  amount  of  the
registration  fee  pursuant to Rule 457, on the basis of the price of the Common
Stock as reported on the NASD OTC Bulletin Board on the 24th. day of May, 2001.



</TABLE>
<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                              PRIME COMPANIES, INC.


                675,000 SHARES OF COMMON STOCK, $.0001 PAR VALUE
                  ISSUED PURSUANT TO A CONSULTING AGREEMENT


     This  Prospectus  is a part of a  registration  statement  on Form S-8 (the
"Registration Statement") filed with the Securities and Exchange Commission (the
"Commission")  under the Securities Act of 1933, as amended, by Prime Companies,
Inc. (the "Company" or the  "Registrant").  This Prospectus does not contain all
the information set forth in the Registration Statement,  including the exhibits
filed as part thereof and otherwise  incorporated  therein to which reference is
hereby  made.  Copies of the  Registration  Statement  and the  exhibits  may be
inspected at the offices of the Commission,  and may be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington,  D.C.
20549 upon payment of the prescribed fees.

     The Consulting Agreement,  together with the information contained in Items
1 and 2 of Part I hereof and the documents  incorporated  by reference in Item 3
of Part II of the  Registration  Statement,  taken  together,  are  intended  to
constitute  a prospectus  that meets the  requirements  of Section  10(a) of the
Securities  Act of 1933,  as  amended,  and Rule 428 of the  General  Rules  and
Regulations of the Commission thereunder.

     The Company's Common Stock is listed for trading on the NASD Bulletin Board
under the symbol "PRMC".


ITEM 1.  PLAN INFORMATION


     The 675,000  shares of the  Company's  common  stock,  $.0001 par value per
share, to which this Registration Statement relates are being issued pursuant to
a Consulting  Agreement (the  "Agreement") with Brent Fouch (the "Employee") for
services  rendered for the Company by the  Employee.  The  Agreement is filed as
part of this Registration Statement as an exhibit.


     The common stock  registered  hereby (the "Common Stock") is not subject to
any  provisions  of the Employee  Retirement  Income  Security Act of 1974.  The
Common Stock is treasury  stock,  and no shares thereof will be purchased in the
open  market by the  Registrant.  There  are no  restrictions  imposed  upon the
Employees  in the resale of the Common  Stock  within the United  States  except
those imposed by Federal or state securities laws and  regulations.  The receipt
of the Common  Stock may be  considered  income and may give rise to Federal and
state  income  taxation  for the  Employee,  who is advised  to consult  with an
advisor  concerning  taxation  arising  from  receipt of the Common  Stock.  The
Registrant  anticipates  that it will have a corresponding  deduction for income
tax purposes as compensation paid to the Employee.

     Any person to whom the  securities  will be issued under this  Registration
Statement  may  receive  additional  information  concerning  the  Company,  the
Agreement,  this Registration  Statement or other  information,  without charge,
upon written or oral request made to Prime  Companies,  Inc., 409 Center Street,
Yuba City, CA 95991, and its telephone number is 530-755-3580.

<PAGE>

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

     The Company will provide without charge to each person to whom a Prospectus
is delivered, upon the written or oral request of any such person, a copy of any
or all of the documents incorporated by reference as specified in Item 3 of Part
II of the Registration Statement of which this Prospectus forms a part exclusive
of exhibits  thereto  unless such  exhibits  are  specifically  incorporated  by
reference into the information that has been  incorporated  into this Prospectus
and any other documents  required to be delivered pursuant to Rule 428(b) of the
General  Rules  and  Regulations  of the  Commission.  Requests  for  any of the
foregoing  should be directed to Stephen Goodman,  2975 Treat  Boulevard,  Suite
C-8, Concord, California. His telephone number is 925-687-9669.

          THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
            SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
             PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
            ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

     No  person  has  been  authorized  to give any  information  or to make any
representations  in  connection  with the offering  described  herein other than
those contained in this  Prospectus,  and, if given or made, such information or
representations  must not be relied upon as having been authorized by the issuer
or any other person.  This  Prospectus does not constitute an offer to sell or a
solicitation  of an offer to buy any securities  other than the shares of Common
Stock to which it relates,  or any offer of such  shares of Common  Stock to any
person in any jurisdiction in which such offer is unlawful. The delivery of this
Prospectus at any time does not imply that the information  contained  herein is
correct as of any time subsequent to such date.




                 The date of this Prospectus is May 24, 2001.

<PAGE>



                                     PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     The following  documents and any and all amendments  thereto filed by Prime
Companies,  Inc. (the  "Company" or the  "Registrant")  with the  Securities and
Exchange Commission (the "Commission") are incorporated herein by reference:

     Any document filed by the Company with the  Commission  pursuant to Section
13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act") through and subsequent to the date hereof and prior to the  termination of
the offering of the securities subject hereto.


ITEM 4.  DESCRIPTION OF SECURITIES


     Under the Company's  Certificate of Incorporation,  the authorized  capital
stock of the Company consists of 150,000,000 shares, of which 100,000,000 shares
are Common Stock and 50,000,000  shares are Preferred  Stock.  As of the date of
this Prospectus,  the Company had 26,817,296  shares of Common Stock outstanding
and no shares of Preferred Stock outstanding.


     The  following  summary  description  of the  securities  of the Company is
qualified  in its entirety by reference  to the  Certificate  of  Incorporation,
filed as an exhibit hereto.

COMMON STOCK

     The holders of Common Stock are entitled to one vote per share with respect
to all matters  required by law to be submitted to  stockholders of the Company.
The  holders of Common  Stock have the sole right to vote,  except as  otherwise
provided by law or by the  Company's  Certificate  of  Incorporation,  including
provisions  governing  any Preferred  Stock.  The Common Stock does not have any
cumulative voting,  preemptive,  subscription or conversion rights.  Election of
directors and other general  shareholder action requires the affirmative vote of
a majority of shares  represented at a meeting in which a quorum is represented.
The  outstanding  shares of Common  Stock are,  and the  shares of Common  Stock
offered hereby will be, validly issued, fully paid and non-assessable.

     Subject to the rights of any  outstanding  shares of Preferred  Stock,  the
holders of Common  Stock are  entitled  to  receive  dividends  when,  as and if
declared by the Board of Directors out of funds legally available  therefor.  In
the event of  liquidation,  dissolution  or  winding  up of the  affairs  of the
Company, the holders of Common Stock are entitled to share ratably in all assets
remaining  available for distribution to them after payment or provision for all
liabilities and any preferential  liquidation rights of any Preferred Stock then
outstanding.

PREFERRED STOCK

     The Board of Directors is authorized,  without action by the holders of the
Common Stock,  to provide for the issuance of the Preferred Stock in one or more
series,  to establish  the number of shares to be included in each series and to
fix the designations,  powers, preferences and rights of the shares of each such
series  and  the  qualifications,  limitations  or  restrictions  thereof.  This
includes,  among other things, voting rights,  conversion  privileges,  dividend
rates,  redemption rights,  sinking fund provisions and liquidation rights which
may be superior to the Common  Stock.  The issuance of one or more series of the
Preferred  Stock could  adversely  affect the voting power of the holders of the
Common Stock and could have the effect of  discouraging or making more difficult
any attempt by a person or group to attain  control of the Company.  The Company
has no present plans to issue any additional shares of Preferred Stock.

<PAGE>

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not applicable


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The Company is incorporated  in Delaware.  Under Section 145 of the General
Corporation Law of the State of Delaware,  a Delaware corporation has the power,
under specified circumstances,  to indemnify its directors,  officers, employees
and agents in connection with actions, suits or proceedings brought against them
by a third party or in the right of the corporation,  by reason of the fact that
they were or are such directors, officers, employees or agents, against expenses
incurred in any action, suit or proceeding. The Certificate of Incorporation and
the By-laws of the Company provide for indemnification of directors and officers
to the fullest extent  permitted by the General  Corporation Law of the State of
Delaware.

     The  General  Corporation  Law of the  State of  Delaware  provides  that a
certificate of  incorporation  may contain a provision  eliminating the personal
liability  of a director to the  corporation  or its  stockholders  for monetary
damages for breach of fiduciary duty as a director  provided that such provision
shall not  eliminate or limit the  liability of a director (i) for any breach of
the director's duty of loyalty to the corporation or its stockholders,  (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing  violation of law,  (iii) under  Section 174  (relating to liability for
unauthorized  acquisitions or redemptions of, or dividends on, capital stock) of
the  General  Corporation  Law of  the  State  of  Delaware,  or  (iv)  for  any
transaction from which the director derived an improper  personal  benefit.  The
Company's Certificate of Incorporation contains such a provision.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

     Not Applicable.


ITEM 8.  EXHIBITS

     The following exhibits are filed as part of this Registration Statement:

     5.1   Opinion of Pfeffer & Williams, PC


     10.1  Consulting Agreement


     23.2  Consent of Pfeffer & Williams, PC (contained in Exhibit 5.1)


ITEM 9.  UNDERTAKINGS

     (a)  The undersigned registrant hereby undertakes:

     (1)  To file,  during any period in which offers or sales are being made, a
          post-effective amendment to this registration statement:

          i.   To include any prospectus required by Section 10(a)(3) of the
          Securities Act of 1933;

          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; and

          iii. To include any additional or changed material information with
          respect to the plan of distribution.
<PAGE>

     (2)  That,  for  the  purpose  of  determining   any  liability  under  the
          Securities Act of 1933,  each such  post-effective  amendment 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.

     (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 offering.

     (b) The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  liability under the Securities Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where
applicable,  each filing of an employee benefit plan's annual report pursuant to
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.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  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 final adjudication of
such issue.
<PAGE>

                                   SIGNATURES


     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for filing on Form S-8 and has duly authorized  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Concord,  State of  California,  on the 24th. Day of
May, 2001.


                                     PRIME COMPANIES, INC.


                                     By: /s/ Norbert J. Lima
                                       ----------------------------------------
                                       Norbert J. Lima, Chief Executive Officer



                                     By: /s/ Stephen Goodman
                                       -----------------------------------------
                                       Stephen Goodman, Chief Financial Officer


                             ----------------------------

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

       SIGNATURE                        TITLE                     DATE




/s/ Norbert J. Lima                    Director                May 24, 2001.
----------------------------------
Norbert J. Lima




/s/ Stephen Goodman                    Director                May 24, 2001.
----------------------------------
Stephen Goodman




/s/ William Turley                     Director                May 24, 2001.
----------------------------------
William Turley



/s/ William Hinz                       Director                May 24, 2001.
----------------------------------
William Hinz
[{"type": "S-8", "sequence": "1", "filename": "primeforms8_may2001.txt", "secsgml_size_bytes": 19316}]
{"company-data": {"conformed-name": "PRIME COMPANIES INC", "cik": "0001041581", "assigned-sic": "4812", "irs-number": "522031531", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-61800", "film-number": "1649736"}, "business-address": {"street1": "409 CENTER STREET", "street2": "SUITE 406", "city": "YUBA CITY", "state": "CA", "zip": "95991", "phone": "5307553580"}, "mail-address": {"street1": "2975 TREAT BLVD #C8", "street2": "SUITE 406", "city": "CONCORD", "state": "CA", "zip": "94518"}, "former-company": {"former-conformed-name": "CORCORAN TECHNOLOGIES CORP", "date-changed": "19970625"}}
As filed with the Securities and Exchange Commission on May 29, 2001

                          Registration No. ___-__________

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, DC 20549

                     ------------------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                       UNDER THE SECURITIES ACT OF 1933

                     ------------------------------------

                            PRIME COMPANIES, INC.
          (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                DELAWARE                                   52-2031531
     (STATE OR OTHER JURISDICTION                       (I.R.S. EMPLOYER
     OF INCORPORATION OR ORGANIZATION)               IDENTIFICATION NUMBER)

                                409 Center Street
                           Yuba City, California 95991
                     (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                        CONSULTING AGREEMENT OF BRENT FOUCH
                               (FULL TITLE OF PLAN)

                                ------------------

                         Stephen Goodman, Secretary/Treasurer
                            2975 Treat Boulevard, Suite C-8
                              Concord, California 94518
                                   925 687 9669
            (NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)

                                ------------------

                                     COPY TO:
                             Pfeffer & Williams, PC
                         155 Montgomery Street, Suite 609
                              San Francisco, CA 94104
                                   415 296 7272

                                ------------------
CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------

Title of Securities  Amount being    Proposed Maximum    Proposed Maximum    Amount of
 To be registered     Registered (1)  Offering price         Aggregate     Registration
                                       Per Share (2)      Offering Price        Fee
-----------------------------------------------------------------------------------------
Common Stock, par       675,000          $.10                $67,500          $16.88
Value
$.0001 per share
-----------------------------------------------------------------------------------------

(1)  Pursuant to Rule 416 under the  Securities  Act of 1933,  as  amended,  the
number of shares of the  issuer's  Common  Stock  registered  hereunder  will be
adjusted in the event of stock splits, stock dividends or similar transactions.

(2)  Estimated  solely  for  the  purpose  of  calculating  the  amount  of  the
registration  fee  pursuant to Rule 457, on the basis of the price of the Common
Stock as reported on the NASD OTC Bulletin Board on the 24th. day of May, 2001.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                              PRIME COMPANIES, INC.

                675,000 SHARES OF COMMON STOCK, $.0001 PAR VALUE
                  ISSUED PURSUANT TO A CONSULTING AGREEMENT

     This  Prospectus  is a part of a  registration  statement  on Form S-8 (the
"Registration Statement") filed with the Securities and Exchange Commission (the
"Commission")  under the Securities Act of 1933, as amended, by Prime Companies,
Inc. (the "Company" or the  "Registrant").  This Prospectus does not contain all
the information set forth in the Registration Statement,  including the exhibits
filed as part thereof and otherwise  incorporated  therein to which reference is
hereby  made.  Copies of the  Registration  Statement  and the  exhibits  may be
inspected at the offices of the Commission,  and may be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington,  D.C.
20549 upon payment of the prescribed fees.

     The Consulting Agreement,  together with the information contained in Items
1 and 2 of Part I hereof and the documents  incorporated  by reference in Item 3
of Part II of the  Registration  Statement,  taken  together,  are  intended  to
constitute  a prospectus  that meets the  requirements  of Section  10(a) of the
Securities  Act of 1933,  as  amended,  and Rule 428 of the  General  Rules  and
Regulations of the Commission thereunder.

     The Company's Common Stock is listed for trading on the NASD Bulletin Board
under the symbol "PRMC".

ITEM 1.  PLAN INFORMATION

     The 675,000  shares of the  Company's  common  stock,  $.0001 par value per
share, to which this Registration Statement relates are being issued pursuant to
a Consulting  Agreement (the  "Agreement") with Brent Fouch (the "Employee") for
services  rendered for the Company by the  Employee.  The  Agreement is filed as
part of this Registration Statement as an exhibit.

     The common stock  registered  hereby (the "Common Stock") is not subject to
any  provisions  of the Employee  Retirement  Income  Security Act of 1974.  The
Common Stock is treasury  stock,  and no shares thereof will be purchased in the
open  market by the  Registrant.  There  are no  restrictions  imposed  upon the
Employees  in the resale of the Common  Stock  within the United  States  except
those imposed by Federal or state securities laws and  regulations.  The receipt
of the Common  Stock may be  considered  income and may give rise to Federal and
state  income  taxation  for the  Employee,  who is advised  to consult  with an
advisor  concerning  taxation  arising  from  receipt of the Common  Stock.  The
Registrant  anticipates  that it will have a corresponding  deduction for income
tax purposes as compensation paid to the Employee.

     Any person to whom the  securities  will be issued under this  Registration
Statement  may  receive  additional  information  concerning  the  Company,  the
Agreement,  this Registration  Statement or other  information,  without charge,
upon written or oral request made to Prime  Companies,  Inc., 409 Center Street,
Yuba City, CA 95991, and its telephone number is 530-755-3580.
ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

     The Company will provide without charge to each person to whom a Prospectus
is delivered, upon the written or oral request of any such person, a copy of any
or all of the documents incorporated by reference as specified in Item 3 of Part
II of the Registration Statement of which this Prospectus forms a part exclusive
of exhibits  thereto  unless such  exhibits  are  specifically  incorporated  by
reference into the information that has been  incorporated  into this Prospectus
and any other documents  required to be delivered pursuant to Rule 428(b) of the
General  Rules  and  Regulations  of the  Commission.  Requests  for  any of the
foregoing  should be directed to Stephen Goodman,  2975 Treat  Boulevard,  Suite
C-8, Concord, California. His telephone number is 925-687-9669.

          THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
            SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
             PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
            ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

     No  person  has  been  authorized  to give any  information  or to make any
representations  in  connection  with the offering  described  herein other than
those contained in this  Prospectus,  and, if given or made, such information or
representations  must not be relied upon as having been authorized by the issuer
or any other person.  This  Prospectus does not constitute an offer to sell or a
solicitation  of an offer to buy any securities  other than the shares of Common
Stock to which it relates,  or any offer of such  shares of Common  Stock to any
person in any jurisdiction in which such offer is unlawful. The delivery of this
Prospectus at any time does not imply that the information  contained  herein is
correct as of any time subsequent to such date.

                 The date of this Prospectus is May 24, 2001.
PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     The following  documents and any and all amendments  thereto filed by Prime
Companies,  Inc. (the  "Company" or the  "Registrant")  with the  Securities and
Exchange Commission (the "Commission") are incorporated herein by reference:

     Any document filed by the Company with the  Commission  pursuant to Section
13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act") through and subsequent to the date hereof and prior to the  termination of
the offering of the securities subject hereto.

ITEM 4.  DESCRIPTION OF SECURITIES

     Under the Company's  Certificate of Incorporation,  the authorized  capital
stock of the Company consists of 150,000,000 shares, of which 100,000,000 shares
are Common Stock and 50,000,000  shares are Preferred  Stock.  As of the date of
this Prospectus,  the Company had 26,817,296  shares of Common Stock outstanding
and no shares of Preferred Stock outstanding.

     The  following  summary  description  of the  securities  of the Company is
qualified  in its entirety by reference  to the  Certificate  of  Incorporation,
filed as an exhibit hereto.

COMMON STOCK

     The holders of Common Stock are entitled to one vote per share with respect
to all matters  required by law to be submitted to  stockholders of the Company.
The  holders of Common  Stock have the sole right to vote,  except as  otherwise
provided by law or by the  Company's  Certificate  of  Incorporation,  including
provisions  governing  any Preferred  Stock.  The Common Stock does not have any
cumulative voting,  preemptive,  subscription or conversion rights.  Election of
directors and other general  shareholder action requires the affirmative vote of
a majority of shares  represented at a meeting in which a quorum is represented.
The  outstanding  shares of Common  Stock are,  and the  shares of Common  Stock
offered hereby will be, validly issued, fully paid and non-assessable.

     Subject to the rights of any  outstanding  shares of Preferred  Stock,  the
holders of Common  Stock are  entitled  to  receive  dividends  when,  as and if
declared by the Board of Directors out of funds legally available  therefor.  In
the event of  liquidation,  dissolution  or  winding  up of the  affairs  of the
Company, the holders of Common Stock are entitled to share ratably in all assets
remaining  available for distribution to them after payment or provision for all
liabilities and any preferential  liquidation rights of any Preferred Stock then
outstanding.

PREFERRED STOCK

     The Board of Directors is authorized,  without action by the holders of the
Common Stock,  to provide for the issuance of the Preferred Stock in one or more
series,  to establish  the number of shares to be included in each series and to
fix the designations,  powers, preferences and rights of the shares of each such
series  and  the  qualifications,  limitations  or  restrictions  thereof.  This
includes,  among other things, voting rights,  conversion  privileges,  dividend
rates,  redemption rights,  sinking fund provisions and liquidation rights which
may be superior to the Common  Stock.  The issuance of one or more series of the
Preferred  Stock could  adversely  affect the voting power of the holders of the
Common Stock and could have the effect of  discouraging or making more difficult
any attempt by a person or group to attain  control of the Company.  The Company
has no present plans to issue any additional shares of Preferred Stock.
ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not applicable

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The Company is incorporated  in Delaware.  Under Section 145 of the General
Corporation Law of the State of Delaware,  a Delaware corporation has the power,
under specified circumstances,  to indemnify its directors,  officers, employees
and agents in connection with actions, suits or proceedings brought against them
by a third party or in the right of the corporation,  by reason of the fact that
they were or are such directors, officers, employees or agents, against expenses
incurred in any action, suit or proceeding. The Certificate of Incorporation and
the By-laws of the Company provide for indemnification of directors and officers
to the fullest extent  permitted by the General  Corporation Law of the State of
Delaware.

     The  General  Corporation  Law of the  State of  Delaware  provides  that a
certificate of  incorporation  may contain a provision  eliminating the personal
liability  of a director to the  corporation  or its  stockholders  for monetary
damages for breach of fiduciary duty as a director  provided that such provision
shall not  eliminate or limit the  liability of a director (i) for any breach of
the director's duty of loyalty to the corporation or its stockholders,  (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing  violation of law,  (iii) under  Section 174  (relating to liability for
unauthorized  acquisitions or redemptions of, or dividends on, capital stock) of
the  General  Corporation  Law of  the  State  of  Delaware,  or  (iv)  for  any
transaction from which the director derived an improper  personal  benefit.  The
Company's Certificate of Incorporation contains such a provision.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

     Not Applicable.

ITEM 8.  EXHIBITS

     The following exhibits are filed as part of this Registration Statement:

     5.1   Opinion of Pfeffer & Williams, PC

     10.1  Consulting Agreement

     23.2  Consent of Pfeffer & Williams, PC (contained in Exhibit 5.1)

ITEM 9.  UNDERTAKINGS

     (a)  The undersigned registrant hereby undertakes:

     (1)  To file,  during any period in which offers or sales are being made, a
          post-effective amendment to this registration statement:

          i.   To include any prospectus required by Section 10(a)(3) of the
          Securities Act of 1933;

          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; and

          iii. To include any additional or changed material information with
          respect to the plan of distribution.
(2)  That,  for  the  purpose  of  determining   any  liability  under  the
          Securities Act of 1933,  each such  post-effective  amendment 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.

     (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 offering.

     (b) The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  liability under the Securities Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where
applicable,  each filing of an employee benefit plan's annual report pursuant to
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.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  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 final adjudication of
such issue.
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for filing on Form S-8 and has duly authorized  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Concord,  State of  California,  on the 24th. Day of
May, 2001.

                                     PRIME COMPANIES, INC.

                                     By: /s/ Norbert J. Lima
                                       ----------------------------------------
                                       Norbert J. Lima, Chief Executive Officer

                                     By: /s/ Stephen Goodman
                                       -----------------------------------------
                                       Stephen Goodman, Chief Financial Officer

                             ----------------------------

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

       SIGNATURE                        TITLE                     DATE

/s/ Norbert J. Lima                    Director                May 24, 2001.
----------------------------------
Norbert J. Lima

/s/ Stephen Goodman                    Director                May 24, 2001.
----------------------------------
Stephen Goodman

/s/ William Turley                     Director                May 24, 2001.
----------------------------------
William Turley

/s/ William Hinz                       Director                May 24, 2001.
----------------------------------
William Hinz