As filed with the Securities and Exchange Commission on December 21, 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)

                        COMPENSATION AND CONSULTING AGREEMENT
                               (FULL TITLE OF PLAN)

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

                         Stephen Goodman, Secretary/Treasurer
                                  409 Center Street
                             Yuba City, California 95991
                                   530 755 3580
            (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     291,667            $0.06              $17,500.02     $4.37
Value
$.0001 per share

(1) Represents shares to be issued pursuant to employment, consulting and
professional services agreements for continued services by officers, attorneys,
directors and consultants to Registrant, including services related to sales and
marketing of the Company's products and services; and seeking joint ventures and
protential acquisitions; all of the foregoing in furtherance of the Registrant's
business.

(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 14th. day of December,
2001.
</TABLE>
<PAGE>



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                              PRIME COMPANIES, INC.

                291,667 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, is 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 291,667 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 Joseph Salvani (the "Employee")
for services rendered for the Company by the Employee.

     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
Employee 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.

<PAGE>

     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, 409 Center Street, Yuba City,
California. His telephone number is 530-755-3580.

          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 December 21, 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
filing of the Registrant's Quarterly Report for the quarter ended September 30,
2001, the Company had 31,193,683 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.

<PAGE>

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

     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.

<PAGE>

     (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 21st. Day of
December, 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               December 21, 2001.
------------------------------------
Norbert J. Lima



/s/ Stephen Goodman                    Director               December 21, 2001.
------------------------------------
Stephen Goodman



/s/ William Turley                     Director               December 21, 2001.
- ----------------------------------
William Turley



/s/ Dennis Hinz                       Director                December 21, 2001.
------------------------------------
Dennis Hinz

<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "primes8_dec212001.txt", "secsgml_size_bytes": 18710}]
{"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": "333-75932", "film-number": "1822178"}, "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 December 21, 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)

                        COMPENSATION AND CONSULTING AGREEMENT
                               (FULL TITLE OF PLAN)

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

                         Stephen Goodman, Secretary/Treasurer
                                  409 Center Street
                             Yuba City, California 95991
                                   530 755 3580
            (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     291,667            $0.06              $17,500.02     $4.37
Value
$.0001 per share

(1) Represents shares to be issued pursuant to employment, consulting and
professional services agreements for continued services by officers, attorneys,
directors and consultants to Registrant, including services related to sales and
marketing of the Company's products and services; and seeking joint ventures and
protential acquisitions; all of the foregoing in furtherance of the Registrant's
business.

(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 14th. day of December,
2001.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                              PRIME COMPANIES, INC.

                291,667 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, is 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 291,667 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 Joseph Salvani (the "Employee")
for services rendered for the Company by the Employee.

     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
Employee 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, 409 Center Street, Yuba City,
California. His telephone number is 530-755-3580.

          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 December 21, 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
filing of the Registrant's Quarterly Report for the quarter ended September 30,
2001, the Company had 31,193,683 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

     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 21st. Day of
December, 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               December 21, 2001.
------------------------------------
Norbert J. Lima

/s/ Stephen Goodman                    Director               December 21, 2001.
------------------------------------
Stephen Goodman

/s/ William Turley                     Director               December 21, 2001.
- ----------------------------------
William Turley

/s/ Dennis Hinz                       Director                December 21, 2001.
------------------------------------
Dennis Hinz