UNITED ~~STATES~~ ~~SECURITIES AND EXCHANGE COMMISSION~~STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT ~~REPORT~~ ~~Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934~~REPORT

~~Date~~Pursuant to ofSection 13 ~~Report (Date~~or 15(d) of ~~earliest~~the ~~event~~Securities ~~reported)~~Exchange ~~April 20,~~Act ~~2005~~of 1934

Date of Report (Date of earliest event reported) August 2, 2005

PRIMAL SOLUTIONS, INC.

(Exact name of registrant as specified in its chapter)

Delaware		333-46494		36-4170318
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

18881 Von Karman Avenue

Suite 500

Irvine, California 92612

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (949) 260-1500

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item1~~Item 1.01. Entry into a Material Definitive Agreement.

~~Effective~~On ~~April~~August 182, 2005, inWireless ~~furtherance~~Billing ofSystems, ~~the~~a California ~~Registrant’s~~corporation ~~policy~~(“Wireless”) onand ~~executive~~wholly-owned ~~incentive~~subsidiary of Primal ~~compensation~~Solutions, Inc., ~~and~~a ~~upon~~Delaware ~~the~~corporation ~~recommendation~~(“Primal”), ofon ~~the~~one ~~Registrant’s~~hand, ~~Compensation~~and ~~Committee~~Lightbridge, Inc. ~~the~~(“Lightbridge”), ~~Board~~successor-in-interest ofto ~~Directors~~Corsair Communications, Inc. of (the ~~Registrant~~“2005 ~~approved~~Amended ~~and~~Note”), ~~established certain~~on ~~corporate performance goals and set~~ the ~~minimum~~other ~~corporate~~hand, ~~performance~~entered ~~level~~into that ~~must~~certain be2005 ~~achieved~~Amended ~~before~~and ~~any~~Restated ~~incentive~~Secured ~~compensation~~Promissory ~~awards~~Note ~~can~~(the be“2005 ~~paid~~Amended Note”). ~~Because~~The ~~achievement~~2005 ofAmended ~~the~~Note, ~~executives’~~which ~~individual~~is ~~performance~~effective ~~goals~~as ~~assists~~of ~~the~~June 30, ~~Registrant~~2005, inamends ~~meeting~~and ~~its~~restates that certain 2004 ~~short-~~Amended and ~~long-term~~Restated ~~business~~Secured ~~objectives,~~Promissory ~~the~~Note ~~Registrant’s~~dated ~~policy~~March 27, on2004 ~~executive~~between ~~incentive~~Wireless ~~compensation~~and isLightbridge ~~intended~~(the to“2004 ~~reward~~Amended ~~executive-level~~Note”) ~~employees~~and provides for a ~~their~~restructured ~~achievement~~repayment schedule of ~~individual~~the ~~performance~~aggregate ~~goals~~principal ~~only~~and ~~if the Registrant also~~interest ~~meets~~outstanding ~~its~~under ~~minimum~~the ~~corporate~~2004 ~~performance~~Amended ~~level~~Note. ~~Accordingly,~~A nocopy ~~incentive~~of ~~compensation award is to be granted to any executive unless~~ the ~~minimum~~2005 ~~corporate~~Amended ~~performance~~Note ~~levels~~is ~~have~~attached ~~been~~hereto ~~achieved~~as Exhibit 10.1.

In ~~establishing~~ ~~the~~connection ~~Registrant’s~~with ~~corporate~~the ~~performance~~execution ~~goals,~~and ~~the~~delivery ~~Board~~ of the ~~Directions~~2005 ~~and~~Amended ~~the~~Note, ~~Compensation~~Primal ~~Committee~~entered ~~assess~~into ~~both~~that ~~past~~certain ~~and~~Confirmation ~~projected~~of Guaranty ~~corporate~~dated ~~performance levels~~August 2, as2005 ~~well~~(the as“2005 ~~external~~Guaranty”), ~~market-place~~which ~~conditions,~~confirms ~~such~~that Primal’s asguaranty ~~economic~~of ~~outlook,~~Wireless’ ~~competitive~~obligations ~~performance~~under ~~levels,~~the ~~projected~~2004 ~~industry~~Amended ~~volumes~~Note pursuant to that ~~and~~certain ~~projected~~Guaranty ~~market~~dated ~~share. Examples~~March 27, ~~of corporate~~2004 ~~performance~~shall ~~goals~~continue ~~include~~in ~~revenues~~effect and ~~operating~~shall include ~~expenses~~Wireless’ ~~for~~obligations ~~certain fiscal~~under ~~periods~~the ~~and~~2005 ~~cash~~Amended ~~balances~~Note. A atcopy of the ~~end~~2005 ofGuaranty ~~those~~is ~~periods~~attached hereto as Exhibit 10.2.

~~In addition~~Item to the corporate performance goals, on a semi-annual basis and subject to review and approval or modification by the Registrant’s Chief Executive Officer, each eligible executive sets a number of individual objectives9. Examples of objectives identified by executive officers have included achieving sales and financial targets, identifying and pursuing new business opportunities and strategic alliances, attaining product development goals, accomplishing sales training goals, and identifying and implementing cost reduction measures01. An ~~eligible~~Financial ~~executive’s~~Statements ~~incentive compensation award is based on the achievement of a minimum level of both corporate~~ and ~~individual performance goals and is expressed as a percentage of the participant’s year-end base salary, ranging in amount from 35% to 100% of the year-end base salary~~Exhibits.

A copy of a summary of the Registrant’s policy on executive incentive compensation and a copy of the form of incentive compensation award granted thereunder are filed as Exhibit 10.1 and 10.2, respectively, to this Current Report.(c) Exhibits

Item 9.01 Financial Statements and Exhibits.

Exhibit		Description of Exhibit

10.1		2005 Amended and Restated Secured Promissory Note, dated August 2, 2005 made by Wireless Billing Systems, a wholly-owned subsidiary of Primal Solutions, Inc. in favor of Lightbridge, Inc.

10.2		Confirmation of Guaranty by dated August 2, 2005, by and between Primal Solutions, Inc. and Lightbridge, Inc.

~~(c) Exhibits~~ 2

Exhibit		Description of Exhibit
10.1		Registrant’s Policy on Executive Incentive Compensation Plan.
10.2		Form of Executive Incentive Compensation Award.

SIGNATURE

2Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SIGNATURE

Date: August 8, 2005	PRIMAL SOLUTIONS, INC.


	By:	/s/ William C. Bousema
		William C. Bousema
		Chief Financial Officer and Secretary

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~3

Date: April 20, 2005	PRIMAL SOLUTIONS, INC.
	By:	/s/ William C. Bousema
		William C. Bousema
		Chief Financial Officer and Secretary

Exhibit Index

Exhibit		Description of Exhibit

10.1		2005 Amended and Restated Secured Promissory Note, dated August 2, 2005 made by Wireless Billing Systems, a wholly-owned subsidiary of Primal Solutions, Inc. in favor of Lightbridge, Inc.

10.2		Confirmation of Guaranty by dated August 2, 2005, by and between Primal Solutions, Inc. and Lightbridge, Inc.

~~Exhibit Index~~4

Exhibit		Description of Exhibit
10.1		Registrant’s Policy on Executive Incentive Compensation Plan.
10.2		Form of Executive Incentive Compensation Award.

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