UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

[X]

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~March~~September 3130, 2010

[ ]

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from __________ to___________

Commission file number 333-137702

PRIMECARE SYSTEMS, INC.

(Exact name of small business issuer as specified in its charter)

DELAWARE 54-1707928

(State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.)

56610 ~~Harrison~~Thimble ~~Street,~~Shoals ~~New~~Blvd. ~~Rochelle~~Ste 402A, ~~New~~Newport ~~York~~News, ~~10801~~Virginia 23606

(Address of principal executive offices)

(~~914~~757) ~~576~~591- ~~8457~~0323

(Issuer's telephone number)

(Former name, address and former fiscal year, if changed since last report)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] Yes [ ] No

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b- 2 of the Exchange Act). [ ]Yes [X] No

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:

Class Shares Outstanding at ~~March~~October 31, 2010

Common Stock ($.001 par value)

110,~~438~~478,120 ~~Shares~~

Item 1. Financial Statements:

Balance Sheets as of ~~March~~September 3130, ~~2010~~2009 (unaudited) and June 30, 2009

F-1

Statements of Operations for the three ~~and nine~~ months ended ~~March~~September 3130, ~~2010~~2009 and

~~2009~~2008 (unaudited)

F-2

Statements of Cash Flows for the three ~~and nine~~ months ended ~~March~~September 3130, ~~2010~~2009 and

~~2009~~ 2008 (unaudited)

F-3

Notes to Financial Statements:

F-4

Item 2. Management’s Discussion and Analysis or Plan of Operation

Item 3. Controls and Procedures

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Item 6. Exhibits and Reports on Form 8-K

PrimeCare Systems, Inc.

Balance Sheets

	March 31,	June 30,
	September 30	June 30,
	2010	~~2009~~2010
Assets	(Unaudited and Unreviewed)
Current assets:
Cash	$ 3027,~~676~~824	$ 3524,~~486~~049
Accounts receivable	787
Loan receivable	10,350	10,350
Total current assets	4138,~~026~~961	4534,~~836~~399
Other assets:
Property and equipment, net of accumulated depreciation of $130,531 and $125,664, respectively	17,894	17,424
Property and equipment, net of accumulated depreciation of 132,297 and $132,297, respectively	28,451	28,451
Capitalized software costs, net of accumulated amortization of $302,845 and $227,618, respectively	321,027	302,117
Capitalized software costs, net of accumulated amortization of $332,182 and $332,182, respectively	337,669	337,669
Other assets	42,~~972~~600	42,~~972~~600
Total Assets	$ ~~384~~407,~~919~~681	$ ~~370~~403,~~349~~119
Liability and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses	$ 1618,~~155~~657	$ 1613,~~395~~595
Notes payable – current portion	--2,019	192,~~491~~019
Deferred income – current portion	6,000	116,000
Total current liabilities	2226,~~155~~776	4621,~~886~~614
Notes payable – non-current portion	82290,~~500~~000	~~215~~175,000
Accrued interest payable	254	4,479
Accrued interest payable – non-current portion	1,839	1,839
Deferred income – long term portion	2725,~~000~~500	3125,500
Total liabilities	~~131~~344,~~909~~015	~~297~~224,~~865~~453
Stockholders’ equity:
Series A preferred stock, $.01 par value; 10,000,000 shares authorized, issued and outstanding 8,600 and 66,600 shares, respectively	86	666
Series A preferred stock, $.01 par value; 10,000,000 shares
Common stock, $.001 par value; 200,000,000 shares authorized, issued and outstanding 110,438,120 and 84,298,120 shares, respectively	110,438	84,298
authorized, issued and outstanding 8,600 and 8,600, respectively	86	86
Additional paid-in capital	10,042,779	9,622,696
Common stock, $.001 par value; 200,000,000 shares authorized,
Accumulated deficit	(9,900,293)	(9,635,176)
issued, and outstanding 110,478,120 and 110,478,120 shares,
Total stockholders’ equity	253,010	72,484
respectively	110,478	110,478
Total liabilities and stockholders’ equity	$ 384,919	$ 370,349
Additional paid-in capital	10,043,359	10,043,359
Accumulated deficit	(10,090,257)	(9,975,257)
Total stockholders’ equity	63,666	178,666
Total liabilities and stockholders’ equity	$ 407,681	$ 403,119
See notes to financial statements.

F - 1

PrimeCare Systems, Inc.

Statements of Operations

	Three Months Ended March 31,		Nine Months Ended March 31,
	Three Months Ended September 30,
	2010 2009 (Unaudited) (Unaudited)		2010 2009 (Unaudited) (Unaudited)
	2010 (Unaudited and unreviewed)		2009 (Unaudited)
Revenues:
Software license fees	$ 119,~~300~~000	$ 26,500	~~$ 14,300~~	~~$ 79,500~~
Sales commissions	--	--	--	102
Total revenues	9,000	26,500
Total revenues	11,300	26,500	14,300	79,602
Operating costs and expenses:
Operating costs and expenses:
Cost of revenues:
Cost of revenues:
Amortization of capitalized software costs	23,683	23,683
Amortization of capitalized software costs	26,568	20,266	75,227	56,082
Total costs of revenues	23,683	23,683
Total costs of revenues	26,568	20,266	75,227	56,082
Research and development	36,945	45,575
Research and development	39,618	50,265	128,490	145,488
Selling, general and administrative	29,255	29,255
Selling, general and administrative	14,564	98,697	64,629	142,254
Depreciation	1,553	1,553
Depreciation	1,774	2,137	4,867	6,692
Total operating costs and expenses	91,436	100,066
Total operating costs and expenses	82,524	171,365	273,213	350,516
Operating loss	(82,436)	(73,566)
Operating loss	(71,224)	(144,865)	(258,913)	(270,914)
Interest income	22	--
Interest income	15	20	20	46
Interest expense	(4)	(3,897)
Interest expense	(333)	(1,501)	(6,224)	(13,226)
Net loss	$ (82,418)	$ (77,463)
Net loss	$ (71,542)	$ (146,347)	$ (265,117)	$ (284,094)
Income(loss) per common share, basic and diluted:	$ (.00)	$ (.00)
Income(loss) per common share, basic and diluted:	$ (00)	$ (.00)	$ (00)	$ (.00)
Weighted average number of common shares outstanding, basic and diluted	110,478,120	84,298,120
Weighted average number of common shares Outstanding, basic and diluted	85,986,398	84,201,120	84,861,369	78,942,725

See notes to financial statements.

F - 2

PrimeCare Systems, Inc.

Statements of Cash Flows

	Nine Months Ended March 31,
	Three Months Ended September 30,
	2010	2009
	2010 (Unaudited and unreviewed)(	2009 (Unaudited)
	(Unaudited) (Unaudited)
Cash flow from operating activities:
Net loss	$ (~~265~~82,~~117~~418)	$ (~~284~~77,~~094~~463)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Stock based compensation	1,800	82,197
Depreciation of property and equipment	1,553	1,553
Depreciation of property and equipment	4,867	6,692
Amortization of capitalized software costs	23,683	23,683
Amortization of capitalized software costs	75,227	56,083
Changes in operating assets and liabilities:
Accounts receivable	--	(520,000)
Accounts payable and accrued expenses	418,~~378~~657	511,~~657~~457
Deferred income	(96,500)	(46,500)
Net cash provided by (used in) operating activities	(~~188~~48,~~345~~846)	(~~142~~67,~~965~~270)
Cash flows from investing activities:
Additions to property and equipment	(53,~~337~~050)	(~~3,071~~708)
Additions to capitalized software costs	~~(94,137)~~--	(~~100~~25,~~626~~879)
Net cash used in investing activities	(993,~~474~~050)	(~~103~~26,~~697~~587)
Cash flows from financing activities:
Proceeds from notes payable, net	302,500	216,003
Proceeds from notes payable	115,000	65,000
Repayment of note payable under credit line	(19,491)	--
Repayment of credit line	(3,010)	(5,564)
Proceeds from exercise of warrants	--	62,000
Net cash provided by (used in) financing activities	111,990	59,436
Net cash provided by (used in) financing activities	283,009	278,003
Net increase (decrease) in cash	3,774	(34,421)
Net increase (decrease) in cash	(4,810)	31,341
Cash, beginning of period	24,050	35,486
Cash, beginning of period	35,486	2,562
Cash, end of period	$ 27,824	$ 1,065
Cash, end of period	30,676	$ 33,903
Supplemental disclosures of cash flow information:
Interest paid	$ 794	$ 64105
Income taxes paid	$ --	$ --
Non-Cash financing activities:
Issuance of shares of common stock in satisfaction of notes payable	$ --	$ --

Non-cash financing activities:

Issuance of 20,250,000 and 11,200,000 shares of common stock,

respectively, in satisfaction of $435,000 and $560,000 notes payable

and $8,843 and $29,900 accrued interest payable, respectively. $ 443,843 $ 589,900

Issuance of 5,800,000 shares of common stock in exchange

for 58,000 shares of Series A preferred stock in 2010

$ -- $ --

See notes to financial statements.

F - 3

PRIMECARE SYSTEMS, INC.

NOTES TO FINANCIAL STATEMENTS

(Unaudited and unreviewed)

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

PrimeCare Systems, Inc. (“PrimeCare” or the “Company”) was incorporated in Delaware in 1994. PrimeCare has developed and is marketing software and diagnostic products for the healthcare industry.

The accompanying financial statements have been prepared assuming that PrimeCare will continue as a going concern. At ~~March~~September 3130, 2010 (unaudited), PrimeCare had ~~cash~~working capital of $3012,~~676~~185 and stockholders’ ~~positive~~equity ~~working capital~~ of $1863,~~871. Further~~666, respectively. PrimeCare incurred net losses ~~from continuing operations~~ for the ~~nine~~three months ended ~~March~~September 3130, 2010 and for the year ended June 30, ~~2009~~2010 of $~~265~~82,~~117~~418 (unaudited) and $~~385~~348,~~713~~903, respectively. These conditions raise substantial doubt as to PrimeCare’s ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if PrimeCare is unable to continue as a going concern. Management plans on achieving profitable operations through successful marketing of its PrimeCare V9 software. However, there is no assurance that the Company will be successful in this effort.

NOTE 2 – INTERIM FINANCIAL STATEMENTS

The unaudited financial statements as of ~~March~~September 3130, 2010 and for the three ~~and nine~~ months ended ~~March~~September 3130, 2010 and 2009 have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with instructions to Form 10-Q. In the opinion of management, the unaudited financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the financial position as of ~~March~~September 3130, 2010 and the results of operations and cash flows for the ~~nine~~three months ended ~~March~~September 3130, 2010 and 2009. The financial data and other information disclosed in these notes to the interim financial statements related to these periods are unaudited. The results for the ~~nine~~three months ended ~~March~~September 3130, 2010 is not necessarily indicative of the results to be expected for any subsequent quarter orof the entire year ending June 30,. ~~2010~~2011. The balance sheet at June 30, 2009 has been derived from the audited financial statements at that date.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the Securities and Exchange Commission's rules and regulations. These unaudited financial statements should be read in conjunction with our audited financial statements and notes thereto for the year ended June 30, ~~2009~~2010 as included in our Form 10-K filed with the Securities and Exchange Commission on October 1312, ~~2009~~2010.

~~For~~F ~~the nine months ended March 31, 2010 and 2009 (unaudited), diluted common shares outstanding excluded the following dilutive securities as the effect of their inclusion would be anti~~-~~dilutive:~~ 4

Nine Months Ended

March 31,

	2010	2009
Series A Preferred Stock	6,638,519	6,750,000
Warrants	14,850,000	7,123,888
Total shares	21,488,519	13,873,888

F 4

NOTE 3 - NOTES PAYABLE

Notes payable consisted of:

	March 31, 2010 (unaudited)	June 30, 2009
	September 30, 2010 (Unaudited and unreviewed)	June 30, 2010
Due bank under $20,000 revolving line of credit, interest payable monthly at bank’s prime rate plus 3%, secured by the personal guarantee of officer	$ --	$ 192,~~491~~019
Due officers, interest at 6%, interest and balance due on July 31, 2011	82,500	215,000
Due officers, interest at 6%, interest and balance due on July 1, 2011	290,000	175,500
Total	82290,~~500~~000	~~234.491~~177,519
Current portion of notes payable	--(0)	(192,~~491~~019)
Non-current portion of notes payable	$ 82290,~~500~~000	$ ~~215~~175,~~000~~500

Effective March 31, 2010, notes due to an officer and Telemedicine International LLC (totaling $435,000) and accrued interest thereon (totaling $8,843) were satisfied in full through the issuance of the Company’s common stock (see Note 5 - Stockholders’ Equity).

NOTE 4 - SOFTWARE LICENSE AGREEMENT AND DEFERRED INCOME

On September 29, 2005, PrimeCare entered into a ten year license agreement with Telemédica SLR (Licensee), a company based in Argentina. As part of the consideration for becoming the exclusive licensee within the free trade association known as Mercosur, whose members are Argentina, Brazil, Chile, Paraguay and Uruguay, the Licensee paid PrimeCare $60,000 and has agreed to fund the translation and internationalization of PrimeCare V9 in both Spanish and Portuguese. The Spanish version was completed during 2005. The Licensee will sub-license PrimeCare V9 to health care providers in the Mercosur and train them in its use. In the event that the gross revenues derived by Licensee from sub licensing PrimeCare V9 are less than $2,500,000 for the third year of the Term of the agreement, or any year thereafter, the Agreement will become non-exclusive for the balance of the term. The License ~~provided~~provides that the fee to be charged to a sub-licensee shall be not less than $4 per annum, per patient of each sub-licensee, without regard to the number of patient uses of the software during that year., unless PrimeCare ~~has~~agrees, ~~since~~in ~~agreed~~writing, to a ~~flat~~lower fee ~~per year per sub-licensee~~.

PrimeCare recorded the $60,000 as deferred income in September 2005 and is amortizing this amount to income over ten years, the term of the Licensee distribution agreement.

The agreement was amended as of June 30, 2008 toand ~~provide~~now provides that the Licensee will pay PrimeCare a license fee equal to 30% of the gross fees charged by Licensee with an annual minimum License Fee of $100,000 per fiscal year commencing July 1, 2008.

The agreement was amended November 13, 2009, effective June 30, 2009, and now provides that the Licensee will pay PrimeCare a license fee equal to 50% of the gross fees charged by Licensee with no annual minimum License Fee. During the quarter ended September 30, 2009, the Company recorded $25,000 as software license fee revenue. This amount was reversed in the three months ended December 31, 2009.

NOTE 5 - STOCKHOLDERS’ EQUITY

F 5

Effective March 31, 2010, the Company issued a total of 45,000 shares of the Company’s Common Stock, par value $0.001 per share, to three employees as additional compensation (15,000 shares each). The market value of the shares issued was $0.025 per share, for an aggregate amount of $1,125.

In March 2010, shareholders converted 58,000 shares of Series A Preferred Stock into 5,800,000 shares of Common Stock. The basis of conversion is 100 shares of Common Stock for each share of Series A Preferred Stock being converted.

Effective September 30, 2008, the Company issued a total of 11,200,000 shares of the Company’s Common Stock, par value $0.001 per share, in full satisfaction of $560,000 of notes payable plus accrued interest thereon of $29,900.

OnF ~~March~~- 23, 2009, a shareholder converted 970 shares of Series A Preferred Stock into 97,000 shares of Common Stock. The basis of conversion is 100 shares of Common Stock for each share of Series A Preferred Stock being converted. 5

Each share of Series A Preferred Stock is convertible into 100 shares of the Company’s common stock. In the event that dividends are simultaneously paid or declared on any parity stock, the holders of the Series A Preferred Stock are entitled to receive out of any funds or other property legally available therefore, when and as declared by the Board of Directors, (i) dividends in cash at the annual rate of $0.60 per share, and (ii) in addition, each share of Series A Preferred Stock shall receive 100 times the dividend paid per share of common stock.

NOTE 6 - WARRANTS

Warrants to purchase 3,100,000 shares of the Company’s Common Stock, par value $0.01 per share, with an exercise price of $.02 per share were exercised between October 8, 2008 and November 14, 2008. The aggregate amount received by the Company was $62,000.

On November 17, 2008 warrants to purchase 11,366,262 shares of the Company’s common stock expired. The expired warrants consist of:


Grant Date	Exercise Price	Number of Warrants
November 17, 2005	$ .02	1,227,206
November 17, 2005	$ .05	4,925,000
November 17, 2005	$ .07	5,214.056

Total		11,366,262

On February 23, 2009, the Company issued warrants to eighteen parties to purchase a total of 10,055,000 shares of common stock (4,425,000 to officers and directors); 1,200,000 are exercisable at $.03 per share and 8,855,000 are exercisable at $.05 per share. The warrants may be exercised at any time or from time to time, prior to February 22, 2011. The $82,197 fair value of the warrants on the date of issue was charged as follows: $75,664 to selling, general and administrative expenses and $6,533 to research and development expenses. The fair value was estimated using the Black-Scholes option pricing model and the following assumptions: expected life of 2 years, expected volatility of 249%, expected dividend yield of 0%, and risk free interest rate of 1.3%.

F 6

The Company issued warrants on April 11, 2009 to ten parties to purchase a total of 4,795,000 shares of common stock (3,850,000 to officers and directors) at $.03 per share. The warrants may be exercised at any time or from time to time, prior to April 10, 2012. The $46,144 fair value of the warrants on the date of issue was charged as follows: $29,111 to selling, general and administrative expenses and $17,033 to research and development expenses. The fair value was estimated using the Black-Scholes option pricing model and the following assumptions: expected life of 3 years, expected volatility of 263%, expected dividend yield of 0%, and risk free interest rate of 1.3%.

AtAs ~~March~~of 31September 30, 2010, warrants consist of::

Expiration


Grant Date	Expiration Date	Exercise Price	Number of Warrants
February 23, 2009	February 22, 2011	$ .03	1,200,000
February 23, 2009	February 22, 2011	$ .05	8,855,000
April 11, 2009	April 10, 2012	$ .03	4,795,000

Total			14,850,000

~~Exercise~~The 14,850,000 warrants outstanding and exercisable at September 30, 2010 have a weighted-average exercise price of $.0419 per warrant. The weighted-average grant-date fair value of these warrants was $.0086 per warrant.

~~Number~~F of- 6

Grant Date

Date

Price

Warrants

February 23, 2009

February 22, 2011

$ .03

1,200,000

February 23, 2009

February 22, 2011

.05

8,855,000

April 11, 2009

April 10, 2012

.03

4,795,000

Total

14,850,000

The 14,850,000 warrants outstanding and exercisable at March 31, 2010 have a weighted-average exercise price of $.0419 per warrant. The weighted-average grant-date fair value of these warrants was $.0086 per warrant.

NOTE 7 - INCOME TAXES

No provisions for income taxes have been recorded since the Company has incurred net losses since inception. Based on management’s assessment, the Company has not yet determined it to be more likely than not that a deferred tax asset attributable to the future utilization of the net operating loss carry forward will be realized. Accordingly, the Company has provided a 100% allowance against the deferred tax asset in the financial statements. The Company will continue to review this valuation allowance and make adjustments as appropriate. The net operating loss carry forward of approximately $5,700,000 at June 30, ~~2009~~2010 expires in varying amounts from the year ~~2010~~2011 to year ~~2029~~2030.

Current tax laws limit the amount of loss available to offset against future taxable income when a substantial change in ownership occurs. Therefore, the amount available to offset future taxable income may be limited.

NOTE 8 - COMMITMENTS

PrimeCare leases office space under operating leases. One lease includes provisions requiring PrimeCare to pay a proportionate share of the increase in real estate taxes and operating expenses over base period amounts. The other lease provides for an annual increase of 4%. For the ~~nine~~three months ended ~~March~~June 3130, 2010 and 2009 (unaudited), rent expense pursuant to such operating leases was $56 15,~~906~~971 and $5921,~~418~~250, respectively. At ~~March~~September 3130, 2010 (unaudited), the future minimum lease payments under non-cancelable operating leases (all due in the year ending June 30, ~~2010~~2011) were $1942,~~626~~513.

NOTE 9 – SUBSEQUENT EVENTS

The Company has evaluated subsequent events through the filing date of this Form 10-Q and has determined that there were no subsequent events to recognize or disclose in these financial statements.

F - 7

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General

The following discussion and analysis should be read in conjunction with the Financial Statements and Notes thereto appearing elsewhere herein. The following discussion contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and the Company intends that such forward-looking statements be subject to the safe harbors created thereby. These forward-looking statements include predictions, estimates and other statements that involve a number of risks and uncertainties. While this outlook represents the Company's current judgment on the future direction of the business, such risks and uncertainties could cause actual results to differ materially from any future performance suggested herein.

The Company has experienced recurring losses from operations and has relied on loans and the sale of equity interests in the Company to fund its operations. If necessary, the Company intends to provide additional working capital through the sale of equity interests in the Company. Although, in the past, the Company has been able to provide working capital through the sale of equity interests in the Company, there can be no assurances that the Company will succeed in its efforts, which creates a doubt about its ability to continue as a going concern.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses from operations and has a working capital deficiency that raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Overview

In May 1994, the ~~PrimeCareJ~~PrimeCare© Patient Management System (the PrimeCare© System) was MS DOS based. In 1997, PrimeCare completed the development of its ~~Windows7~~Windows® 95 and ~~Windows7~~Windows® NT based version of the ~~PrimeCareJ~~PrimeCare© System (“~~PrimeCareJ~~PrimeCare© V8”). To increase the compatibility and versatility of Version Eight, PrimeCare added an interface that ~~enables~~enabled ~~PrimeCareJ~~PrimeCare© V8 to communicate with medical office management systems (billing software, appointment scheduling software, etc.). Shortly thereafter, PrimeCare commenced a test marketing program in areas where it could install and service the product and train the office personnel in the use of the product.

In April 1998, PrimeCare completed development of ~~CodeComplierJ~~CodeComplier©. During a patient office visit, the ~~CodeComplierJ~~CodeComplier© organizes each item of the recorded data in the proper classification and, using the CMS) Documentation Guidelines, automatically calculates the Eproper Evaluation &M Management code level used for determining the physician=’s reimbursement from Medicare and other third party payers for the office visit.

During December 1998, PrimeCare completed development of its PrimeCareOnTheWeb ~~(APCW@)~~“PCW”. The PCW Web site enables a physician to have patients answer one or more of PrimeCare=s 280 Questionnaires via the Internet. At ~~this~~that time, PrimeCare=’s V8 was updated to include the changes.

During the period between late 1998 through 2000, PrimeCare exhibited at several industry conferences in an attempt to generate product recognition and to foster sales. The response was positive. Some licenses were sold. However, many private practice physicians were reluctant to make the capital investment for the hardware necessary to operate the software. Software updates were labor intensive. The software had to be updated at each computer. This discouraged large groups from using the system. This reluctance caused PrimeCare to redesign the system to overcome ~~the~~those problems. The feasibility of its product redesign was established in 2001, and the development of PrimeCare=’s PrimeCare© V9 began. PrimeCare discontinued

~~discontinued~~ the marketing of its PrimeCare V8, and subsequently ceased supporting it. Therefore, in 2003, PrimeCare wrote off as an expense the unamortized capitalized software costs relating to its Version Eight. Since 1994, PrimeCare has written off capitalized software development costs in excess of $5,500,000. The Company’s main operational focus has been, and continues to be, the PrimeCare© System. The Company believes that this business segment has excellent growth potential.

~~2003~~In 2008, ~~PrimeCare~~as ~~wrote~~a ~~off~~result asof anfeedback ~~expense~~from marketing efforts in South America, the ~~unamortized~~company ~~capitalized~~began ~~software~~to ~~costs~~add ~~relating~~additional features to ~~its~~PrimeCare©, ~~Version~~including ~~Eight~~specialized capabilities for remote patient scheduling, and Argentine-specific insurance documentation. ~~Since~~The ~~1994,~~company’s ~~PrimeCare~~addition ~~has~~of ~~written~~specific ~~off~~support ~~capitalized~~for ~~software~~the ~~development~~Argentine ~~costs~~“Plan Nacer” (Healthy Child) program resulted in ~~excess~~notification that the Argentine Ministry of ~~$5,500,000~~Health had approved PrimeCare’s computer-generated Plan Nacer forms for use in place of the manual forms previously used. This capability was instrumental in supporting marketing efforts in Argentina.

~~The~~In ~~three-tier~~late ~~architecture~~2008, of the ~~PrimeCareJ~~company V9recognized ~~provides~~that ~~advantages,~~the ~~including~~architecture ~~easy~~of ~~client~~the ~~installation;~~PrimeCare© ~~reduced~~V9 ~~on-site~~system ~~hardware~~required ~~and~~additional modifications to support additional requirements; ~~enhanced~~from ~~data~~Argentina ~~security;~~more ~~and~~flexibly. As ~~maximum~~a ~~flexibility. PrimeCareJ~~result, ~~V9's~~the ~~reduced~~company ~~installation~~began planning and ~~maintenance~~design ~~costs~~for ~~and~~the ~~its~~next ~~flexibility~~edition ~~enables~~of itthe toPrimeCare© beSystem, ~~adapted~~PrimeCare© toVersion aTen ~~wide~~(PrimeCare© ~~variety~~V10). Initial testing of ~~health~~V10 ~~care~~began ~~organizational~~in ~~uses~~2009, ~~potentially~~and ~~including~~field ~~national~~evaluations ~~and~~in ~~local~~mid ~~health~~2010. During ~~care~~the ~~systems,~~second ~~military~~quarter ~~organizations,~~of ~~correctional facilities~~2010, ~~HMOs,~~construction ~~hospitals~~of ~~with~~a ~~outpatient~~new ~~services,~~data ~~clinics,~~center ~~group~~dedicated ~~practices~~to ~~and~~PrimeCare© ~~solo~~V10 ~~practitioners~~was completed. ~~The~~PrimeCare© ~~PrimeCareJ~~Version V9Ten ~~system~~scheduled isfor ~~HIPAA~~initial ~~compliant~~release in the third quarter of 2010.

~~The~~Significant ~~Company’s~~enhancements ~~main~~in ~~focus~~PrimeCare© ~~has~~Version ~~been~~Ten over previous versions include a new user interface that reflects lessons learned from field experience, increased modularity, further enhanced security, and ~~continues~~a tomore berobust tolerance of intermittent internet connection outages. More user-level configuration options, ~~the~~include user-defined assess and security roles, increased use of optional bar code technology and support of additional languages have also been incorporated into PrimeCare© ~~System~~Version Ten. ~~The~~In ~~Company~~addition, ~~believes~~PrimeCare© ~~that~~Version ~~this~~Ten ~~business~~explicitly ~~segment~~incorporates ~~has~~the ~~excellent~~ability ~~growth~~to ~~potential.~~support multiple data centers in dispersed geographic locations, providing additional flexibility for end users who wish to host their own independent data centers.

PrimeCare© ~~has~~Version ~~experienced~~Ten ~~recurring~~maintains ~~losses~~the ~~from~~multi-tier ~~operations,~~architecture ~~and~~of ~~has relied on OCGT,~~ its ~~former parent company~~predecessor, ~~to fund its operations. Since~~ PrimeCare ~~is no longer a subsidiary of OCGT~~V9, itwith ~~will have to provide~~ its ~~own~~inherent ~~funding. To improve its financial position~~advantages, ~~PrimeCare~~including ~~issued~~easy ~~21,570~~client ~~shares~~installation; ofreduced ~~Series~~on-site Ahardware ~~Preferred~~and ~~Stock~~support inrequirements; ~~payment~~enhanced ofdata ~~$215,700~~security; ofand ~~notes~~maximum ~~payable assumed from OCGT during January 2006~~flexibility. To These ~~overcome~~reduced ~~its~~installation ~~cash~~and ~~shortfall,~~maintenance incosts ~~part, during January 2006, PrimeCare issued 3,000 shares of Series A Preferred Stock in payment of $30,000 of loans payable~~ and ~~thereafter,~~increased ~~during~~flexibility enables the ~~month~~PrimeCare© ofSystem to ~~July~~be ~~2006,~~adapted ~~PrimeCare~~to ~~completed~~ a ~~Private~~wide ~~Offering~~variety of ~~the~~health ~~Series~~care Aorganizational ~~Preferred Stock~~uses, inpotentially ~~which~~including itnational ~~sold~~and ~~40,000~~local ~~shares~~health ~~for~~care ~~$400~~systems,~~000~~ ormilitary ~~$10 per share. $375~~organizations,~~000~~ ofcorrectional ~~the Offering was received during the year ended June 30~~facilities, ~~2006 and $25~~HMOs,~~000~~ ~~was~~hospitals ~~received~~with ~~during~~outpatient ~~the June 30~~services, ~~2007 year. During March 2010~~ clinics, ~~58,000~~group ~~shares~~practices ofand ~~the~~solo ~~Series A Preferred Stock were converted into 5,800,000 shares of the Company’s Common Stock~~practitioners. ~~During the three months ended September 30, 2007, the Company issued a total of 3,000 shares of Series A Preferred Stock in consideration of $15,000 in cash.~~ OnThe ~~March~~PrimeCare© ~~23,~~System ~~2009,~~is aHIPAA ~~shareholder converted 970 shares of Series A Preferred Stock into 97,000 shares of Common Stock~~compliant.

~~The~~PrimeCare ~~unconverted~~has ~~Preferred~~experienced ~~Shares~~recurring ~~are~~losses ~~convertible~~from ~~into~~operations, aand, ~~total~~in ofthe ~~860~~past,~~000~~ ~~shares~~has ofrelied ~~PrimeCare=s~~on ~~common~~OCGT, ~~stock. The~~its ~~issuance~~former ofparent ~~shares~~company, into ~~payment~~fund ofits ~~the~~operations. Since ~~debt~~PrimeCare ~~was~~is ~~made~~no inlonger ~~reliance~~a onsubsidiary ~~the~~of ~~exemption~~OCGT, ~~from~~it ~~registration~~has ~~provided~~had ~~under~~to ~~Section~~provide ~~4(2)~~its ofown ~~the~~funding. To ~~Securities~~improve ~~Act~~its offinancial ~~1933~~position, ~~(the~~PrimeCare ~~“Act”)~~issued ~~and~~21,570 ~~issuance~~shares of ~~shares~~Series A Preferred Stock in ~~the~~payment ~~Private~~of ~~Offering~~$215,700 ~~was~~of ~~pursuant~~notes topayable ~~the~~assumed ~~exemption~~from ~~provided~~OCGT ~~under~~during ~~Section~~January ~~4(2)~~2006. To ofovercome ~~the~~its ~~Act~~cash ~~and~~shortfall, ~~the~~in ~~exemption~~part, ~~provided~~during byJanuary ~~Rule~~2006, ~~504~~PrimeCare ofissued ~~Regulation~~3,000 ~~D. The~~shares ~~issuances~~of ~~were~~Series ~~made~~A inPreferred aStock ~~private~~in ~~transaction~~payment ~~without~~of ~~means~~$30,000 of ~~any~~loans ~~public~~payable ~~solicitation. The~~and ~~shares~~thereafter, ~~are~~during ~~restricted~~the ~~securities~~month ~~and~~of ~~the~~July ~~certificates~~2006, ~~representing~~PrimeCare ~~the~~completed ~~ownership~~a Private Offering of the ~~shares~~Series ~~contain~~A aPreferred ~~legend~~Stock, ~~restricting~~in ~~further~~which ~~transfer~~it ~~unless~~sold ~~the~~40,000 shares ~~are~~for ~~registered~~$400,000 or ~~qualify~~$10 ~~for~~per ~~an exemption~~share. ~~If necessary~~$375,000 ~~PrimeCare~~of ~~intends~~the toOffering ~~provide~~was ~~additional~~received ~~working~~during ~~capital~~the ~~through~~year ~~the~~ended ~~sale~~June of30, ~~additional~~2006 ~~equity~~and ~~interests~~$25,000 orwas ~~obtain~~received ~~loans~~during the June 30, 2007 year. ~~However~~During the three months ended September 30, ~~there~~2007, ~~can~~the beCompany noissued ~~assurances~~a ~~that~~total itof ~~will~~3,000 ~~succeed~~shares of Series A Preferred Stock in ~~its~~consideration ~~efforts~~of $15,000 ~~which~~in ~~creates~~cash. On March 23, 2009, a ~~doubt~~shareholder asconverted to970 ~~its~~shares ~~ability~~of toSeries ~~continue~~A asPreferred aStock ~~going~~into ~~concern.~~97,000 shares of Common Stock.

During the three months ended March 31, 2010, the Company issued a total of 20,250,000 shares of the Company’s Common Stock, par value $0.001 per share, in full satisfaction of $435,000 of notes payable plus accrued interest thereon of $8,843. The issuance of shares in payment of the debt was made in reliance on the exemption from registration provided under Section 4(2) of the Securities Act of 1933 (the “Act”) and issuance of shares in the Private Offering was pursuant to the exemption provided under Section 4(2) of the Act and the exemption provided by Rule 504 of Regulation D. The issuances were made in a private transaction without means of any public solicitation. The shares are restricted securities and the certificates representing the ownership of the shares contain a legend restricting further transfer unless the shares are registered or qualify for an exemption.

During the three months ended September 30, 2008, the Company issued a total of 11,200,000 shares of the Company’s Common Stock, par value $0.001 per share, in full satisfaction of $560,000 of notes payable plus accrued interest thereon of $29,900. The issuance of shares in payment of the debt was

These Preferred Shares are convertible into a total of 6,660,000 shares of PrimeCare=s common stock. The issuance of shares in payment of the debt was made in reliance on the exemption from registration provided under Section 4(2) of the Securities Act of 1933 (the “Act”) and issuance of shares in the Private Offering was pursuant to the exemption provided under Section 4(2) of the Act and the exemption provided by Rule 504 of Regulation D. The issuances were made in a private transaction without means of any public solicitation. The shares are restricted securities and the certificates representing the ownership of the shares contain a legend restricting further transfer unless the shares are registered or qualify for an exemption. If necessary, PrimeCare intends to provide additional working capital through the sale of additional equity interests, or obtain loans. However, there can be no assurances that it will succeed in its efforts, which creates a doubt as to its ability to continue as a going concern.

~~Results~~During the three months ended September 30, 2008, the Company issued a total of ~~PrimeCare~~11,200,000 shares of the Company’s ~~Operations~~Common ~~for~~Stock, ~~the~~par ~~three~~value ~~and~~$0.001 ~~nine~~per ~~months~~share, ~~ended~~in ~~March~~full 31satisfaction of $560,000 ~~2010~~of notes payable plus accrued interest thereon of $29,900. The ~~compared~~issuance of shares in payment of the debt was made in reliance on the exemption from registration provided under Section 4(2) of the Securities Act of 1933 (the “Act”) and issuance of shares in the Private Offering was pursuant to the exemption provided under Section 4(2) of the Act and the exemption provided by Rule 504 of Regulation D. ~~three~~The issuances were made in a private transaction without means of any public solicitation. The shares are restricted securities and ~~nine~~the ~~months~~certificates ~~ended~~representing ~~March~~the ~~31,~~ownership ~~2009:~~of the shares contain a legend restricting further transfer unless the shares are registered or qualify for an exemption.

Results of PrimeCare’s ~~total~~Operations ~~revenue was $11,300 and $14,300~~ for the three ~~and nine~~ months ended ~~March~~September 3130, 2010, compared to ~~$26,500 and $79,602 for~~ the three ~~and nine~~ months ended ~~March~~September 3130, 2009~~. The~~: decrease in revenues was primarily due to the revised license agreement with Telemedica, which eliminated the minimum annual fee of $100,000 per year. $4,500 of the revenues in both nine month periods were due to PrimeCare receiving $60,000 on September, 29, 2005, for granting a license to use PrimeCare V9, which amount was booked to deferred income and is being recorded as income over a period of ten years. $1,500 was recognized as income for each three month period. $4,800 of the revenues for the three and nine months ended March 31, 2010 represents the Company’s share (50%) of the first payment from the Province of Chubut on its ten year license agreement.

PrimeCare’s ~~follows~~total ~~Accounting~~revenue ~~Standards~~was ~~Codification (“ASC”) Topic No.350~~$26,500 ~~“Intangibles- Goodwill and Other”, formerly, Statement of Financial Accounting Standards No. 144, "Accounting~~ for the ~~Impairment~~three ormonths ~~Disposal~~ended ofSeptember ~~Long-Lived~~30, ~~Assets". There~~2009 ~~was~~compared ~~no impairment charge~~ to ~~capitalized~~$9,000 ~~software~~for ~~costs during~~ the three ~~and nine~~ months ended ~~March~~September 3130, 2010 ~~and 2009~~.

~~Research~~PrimeCare ~~and~~follows ~~development costs decreased from $50,265 and $145,488 for~~ the ~~three~~Accounting ~~and~~Standards ~~nine~~Codification ~~months~~(“ASC”) ~~ended March 31~~350, ~~2009~~"Intangibles to– ~~$39,618~~Goodwill and ~~$128,490 for the three and nine months ended March 31, 2010, a decrease of $10,447 and $16,998, respectively~~Other”. ~~The~~There ~~decreases~~was ~~primarily~~no ~~resulted~~impairment ~~from the~~ charge ~~for~~to ~~the~~capitalized ~~issuance~~software ofcosts ~~warrants based on a Black-Scholes formula~~ during the three months ended ~~March~~September 3130, 2010 or 2009.

~~Selling,~~Research ~~general~~ and ~~administrative~~development costs ~~were~~decreased ~~$14,564~~from ~~and~~ $6445,~~629~~575 for the three ~~and nine~~ months ended ~~March~~September 3130, ~~2010~~2009 ~~compared~~ to $9836,~~697~~945 ~~and $142,254~~ for the three ~~and nine~~ months ended ~~March~~September 3130, ~~2009~~2010, a decrease of $848,~~133 and $77,625, respectively~~630. The decrease primarily resulted from ~~the~~decreases ~~charge~~in ~~of $75~~salaries,~~664~~ ~~for~~payroll ~~the~~taxes, ~~issuance~~travel ofand ~~warrants~~utilities ~~based on a Black-Scholes formula~~ during the three months ended ~~March~~September 3130, ~~2009~~2010.

~~Amortization~~Selling, ofgeneral ~~capitalized~~and ~~software~~administrative costs ~~increased~~were $629,~~302~~255 ~~and $19,145 to $26,568 and $75,227~~ for the three ~~and nine~~ months ended ~~March~~September 3130, 2010 ~~from~~compared ~~$20,266~~to ~~and~~ $5625,~~082~~655 for the three ~~and nine~~ months ended ~~March~~September 3130, 2009~~, as a result of the increase in gross capitalized software costs ($623,872 at March 31, 2010)~~.

Liquidity and Capital Resources

Cash was $3027,~~676~~284 at ~~March~~September 3130, 2010. The Company has a $20,000 credit line from its bank, ~~none~~$0 of which was drawn down as of ~~March~~September 3130, 2010. In the past, PrimeCare=’s principal means of overcoming its cash shortfalls, caused by recurring losses from operations, was to receive capital contributions from ~~Shareholders’~~its ~~loans,~~former ~~the~~parent. This ~~exercise~~source ofis ~~warrants~~no ~~and~~longer ~~the~~available ~~sale~~as a result of the ~~Company’s~~spin-off ~~stock~~effective on December 31, 2005. ~~See~~The ~~Notes~~Company 3has raised $400,000 5in a private placement and 6has retired debt through the issuance of ~~“NOTES~~shares TOof ~~FINANCIAL~~stock ~~STATEMENTS~~as ~~(Unaudited)”~~previously discussed.

During the quarter ended September 30, 2005, PrimeCare entered into a ten year license agreement for the use of PrimeCareJ V9, with Telemédica, S.R.L., a company organized and based in Argentina (Telemédica). Telemédica has advised PrimeCare that they have successfully completed a very successful pilot project for the use of PrimeCare V9, at Hospital Isola in Puerto Madryn and Puerto Pirámides Rural Hospital in the Province of Chubut, Argentina. In addition, Telemédica signed, a contract with Chubut’s Secretary of Health to provide PrimeCare V9 in the North Sector (el Sector Norte), one of the four health sectors in Chubut (population 450,000). The North Sector contract was signed by the North Sector’s Director with approval from Chubut’s Secretary of Health. The North Sector’s central hospital is Hospital Isola, around which it is organized. The use of the PrimeCare System as a key component of the health care system of the Province of Chubut and the relationship of PrimeCare and the Ministry of Health in the Province of Chubut and its three year history is discussed in an article appearing in a newspaper in the city of Puerto Madryn, which can be viewed in English at PrimeCare’s Web site http://www.pcare.com/pcnews/press074.aspx, ~~for~~as per our translation, ~~to English~~ or as published in Spanish, at http://www.diariodemadryn.com/vernoti.php?ID=94173.

The original contract for the use of PrimeCare V9 ~~has~~was ~~been replaced with~~ a ~~ten~~one year rolling contract paying a fixed amount ~~for~~to integrate the ~~first~~Sector ~~two~~Norte’s ~~years~~health ~~with~~system. This ~~provisions~~contract ~~for~~was ~~increases~~not ~~over~~considered ~~the~~as ~~balance~~a “final” contract. The general terms of the ~~contract~~final asagreement ~~the~~were ~~use~~agreed ofto and the ~~PrimeCare~~agreement ~~System~~written isand ~~used~~finalized ~~throughout~~in the ~~Province~~last quarter of 2009. The PrimeCare V9 System has been thoroughly evaluated by Chubut’s Secretary of Health and an advisor from Argentina’s Ministry of Health, who has been assigned by Argentina’s President to help Chubut to reform its health system. At the request of the medical authorities of Chubut and to meet the medical system needs of Chubut, in the spirit of cooperation, PrimeCare created and added software programs to the PrimeCare System to give it the ability to: (a) input and store a physician's availability schedule and to display appointment schedules by clinic, location, and physician (It is being used as the basis for appointment scheduling by hospitals in ~~Chubut,~~the ~~Argentina~~Sector Norte); (b) enable local users to provide internal procedure billing codes for use in the appointment billing module (Note that this is written specifically for insurance requirements in Argentina and does not have applicability in any other locality); (c) track source of patient personal identifier with user specified source options (e.g, the user can create a list of ID sources, such as SSAN, Passport, Driver's License, DNI, LE, LC - the last three are specific to Argentina); (d) enable installations to specify images / logos to show for their users, and to override the default program name with a locally defined name; (e) identify and color code “out of limits” lab values, as well as charting lab values which have numeric results (some lab values are only positive / negative, and cannot be charted graphically); (f) convert Argentina supplied patient demographic information into PrimeCare compatible information; (g) incorporate ICD-10 diagnostic codes in parallel with existing ICD-9 codes, with ability for each installation to supply up to two additional codes for each diagnosis; and (h) record data for patient pregnancies and deliveries, supporting Argentina's Plan Nacer ("Healthy Child" initiative). ~~Telemédica has advised that the agreement currently being written will grant a contract to integrate Chubut’s entire healthcare system for a fixed amount per year.~~

Puerto Madryn, which is the North Sector's largest city, has approximately 90,000 residents. The sector's population represents between 15% and 20% of the province's population. The PrimeCare System already has incorporated 60,000 North Sector electronic medical records; has been interfaced with its laboratory; and has been installed in Hospital Isola and four rural hospitals in the communities of Gan Gan, Telsen, Gastre, and Puerto Pirámides.

Telemédica ~~continues~~said the fee structure will be changed from the original concept, which anticipated a flat rate of $4 per year, per patient. They say that Chubut prefers to ~~market~~pay a flat, negotiated service fee. Telemédica has advised PrimeCare V9that inon ~~other~~October ~~areas~~23rd, 2009, they entered into a ten year contract with the Argentine province of ~~Argentina~~Chubut ~~and~~(population ~~has~~450,000) ~~had~~for ~~expressions~~use of ~~serious~~the ~~interest~~PrimeCare ~~from~~Patient ~~places~~Management System, in ~~Patagonia,~~the ~~Santa~~province's Féhospitals, clinics, and aprimary health ~~system~~centers. The inChubut ~~Buenos~~contract ~~Aires~~pays ~~province.~~ Telemédica ~~believes~~a ~~that~~fixed ~~other~~amount ~~provinces~~for inthe ~~Argentina~~first ~~will~~two ~~follow~~years with provisions for possible increases over the ~~lead~~balance of the contract as the PrimeCare System is implemented throughout the Province. The PrimeCare System was thoroughly evaluated by Chubut’s Secretary of Health, who is now an Argentine senator serving on the senate's healthcare committee.

Telemédica anticipates that additional provinces of Argentina will commence using PrimeCare V9 in the near future and the Company’s revenues from such use will keep increasing.

~~President~~Telemédica continues to ~~cover~~market ~~the~~PrimeCare ~~Company’s~~V9 ~~cash~~in ~~shortfalls,~~other areas of ~~which~~Argentina ~~$992,500,~~and ~~together~~has ~~with~~had expressions of serious interest ~~thereon,~~from ~~was~~places ~~repaid~~in ~~through~~Patagonia, ~~the~~Santa ~~issuance~~Fe, ofEntre ~~the~~Ríos, ~~Company’s~~and ~~common~~a ~~shares~~health assystem ~~previously~~in ~~discussed~~Buenos Aires province. ~~There~~Telemédica ~~can~~believes bethat noother ~~assurance~~provinces ~~that~~in ~~these~~Argentina ~~loans~~ will ~~continue~~follow tothe belead ~~available~~of orChubut. In ~~that~~addition, ~~they~~Telemédica ~~can~~is bein ~~repaid~~talks ~~through~~with ~~issuing~~two insurance companies about using the ~~Company’s~~PrimeCare ~~stock~~System as the IT backbone of their workplace risk operations.

~~The~~Although ~~Company~~PrimeCare’s ~~has~~license aagreement ~~$20,000~~with ~~line~~Telemédica ofprovides ~~credit~~that ~~from~~the ~~RBC~~fee ~~Centura~~to ~~Bank,~~be ~~with~~charged ~~whom~~to ~~the Company maintains~~ a ~~checking~~sub-licensee ~~account,~~shall ~~all~~be ofnot ~~which~~less ~~was~~than ~~available~~four asUS ofdollars ~~March~~(US$4.00) 31per annum, ~~2010. The~~per ~~terms~~patient of ~~the~~each ~~agreement~~sub-licensee, ~~call~~without ~~for~~regard ~~interest~~ to ~~be paid monthly on~~ the ~~outstanding~~number ~~balance~~of ~~computed~~patient atuses of the ~~per~~software ~~annum~~during ~~rate~~that ofyear, ~~Wall~~PrimeCare ~~Street~~has ~~Journal~~agreed ~~Prime~~that ~~Rate~~it ~~plus~~will ~~3%. The~~change ~~agreement~~the ~~also~~basis ~~calls~~ for ~~repayment~~charging infees ~~monthly installments equal~~ to ~~or greater than 3% of~~ the ~~outstanding~~end ~~balance~~user. ~~The~~ ~~loan is personally guaranteed by an officer of the Company.~~

~~PrimeCare=s~~Telemédica ~~management~~anticipates ~~believes~~ that ~~the~~additional ~~current~~provinces ~~and~~of ~~potential~~ Argentina ~~Licenses~~ will ~~provide~~commence ~~sufficient~~using ~~revenues~~PrimeCare ~~from~~V9 ~~operations~~in tothe ~~overcome~~near ~~its~~future ~~cash~~and ~~shortfalls~~the ~~caused~~Company’s byrevenues ~~recurring losses~~ from ~~operations~~such ~~and~~use will ~~make~~keep ~~PrimeCare profitable~~increasing.

Assuming our current spending levels of approximately $33,000 per month, management believes that PrimeCare can raise the funds that might be necessary to meet cash shortfalls from operations until sufficient revenues will be generated from the Argentine License to overcome the Company’s cash shortfalls. As of September 30, 2010 the Company had cash balances of $27,284 and had the availability of $20,000 of its line of credit in the amount of $20,000. In addition, the amended distribution agreement with Telemédica, S.R.L. provides for a minimum annual payment to the Company of $100,000 per year. Since January 1, 2007, the Company has received $950,000 in loans, with interest payable thereon at 6% per annum, fromTelemedicine International LLC, the majority shareholder of Telemédica, S.R.L.and PrimeCare’s President to cover the Company’s cash shortfalls, of which $560,000, together with interest thereon, was repaid through the issuance of the Company’s common shares as previously discussed. There can be no assurance that these loans will continue to be available or that they can be repaid through issuing the Company’s stock

The Company has a $20,000 line of credit from RBC Centura Bank with whom the Company maintains a checking account, of which $20,000 was available as of September 30, 2010. The terms of the agreement call for interest to be paid monthly on the outstanding balance computed at the per annum rate of Wall Street Journal Prime Rate plus 3%. The agreement also calls for repayment in monthly installments equal to or greater than 3% of the outstanding balance. The loan is personally guaranteed by an officer of the Company.

PrimeCare’s management believes that the Argentina License will provide sufficient revenues from operations to overcome its cash shortfalls caused by recurring losses from operations and will make PrimeCare profitable

Currently, the Company has no material commitments for capital expenditures outstanding.

Item 3. Controls and Procedures

An evaluation was carried out under the supervision and with the participation of the Company's management, including the President/Chief Financial Officer ("CFO"), of the effectiveness of the Company's disclosure controls and procedures. Based on that evaluation, the President/CFO have concluded that as of the end of the period covered by this report, the Company's disclosure controls and procedures are effective to provide reasonable assurance that information required to be disclosed by the Company in reports that it files or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and timely reported as provided in the Securities and Exchange Commission rules and forms. The Company periodically reviews the design and effectiveness of our internal controls over financial reporting, including compliance with various laws and regulations that apply to the Company's operations. The Company makes modifications to improve the design and effectiveness of its internal control structure, and may take other corrective action, if the Company's reviews identify deficiencies or weaknesses in its controls. No changes occurred during the quarter ended March 31, 2010 in the Company's internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

corrective action, if the Company's reviews identify deficiencies or weaknesses in its controls. No changes occurred during the quarter ended December 31, 2004 in the Company's internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

None

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

~~Effective~~During ~~March~~the 31three months ended September 30, ~~2010~~2008, the Company issued a total of 4511,200,000 shares of the Company’s Common Stock, par value $0.001 per share, toin ~~three~~full ~~employees~~payment asof ~~additional~~$560,000 ~~compensation~~of ~~(15~~notes payable plus accrued interest of $29,~~000~~900 ~~shares~~or ~~each)~~approximately $0.05 per share. The ~~market~~issuance ~~value~~of shares in payment of the debt was made in reliance on the exemption from registration provided under Section 4(2) of the Securities Act of 1933 (the “Act”) and issuance of shares ~~issued~~in the Private Offering was $0pursuant to the exemption provided under Section 4(2) of the Act and the exemption provided by Rule 504 of Regulation D.~~025~~ The ~~per~~issuances ~~share,~~were ~~for~~made anin ~~aggregate~~a ~~amount~~private transaction without means of ~~$1,125~~any public solicitation. The shares are restricted securities and the certificates representing the ownership of the shares contain a legend restricting further transfer unless the shares are registered or qualify for an exemption.

During March 2009 shareholders converted 58,000 shares of Series A Preferred Stock into 5,800,000 shares of Common Stock. The basis of conversion is 100 shares of Common Stock for each share of Series A Preferred Stock being converted.

Effective December 29, 2009, the Company issued a total of 45,000 shares of the Company’s Common Stock, par value $0.001 per share, to three employees as additional compensation (15,000 shares each). The market value of the shares issued was $0.015 per share, for an aggregate amount of $675. The shares are restricted securities and the certificates representing the ownership of the shares contain a legend restricting further transfer unless the shares are registered or qualify for an exemption.

Effective November 14, 2008, the Company issued a total of 3,100,000 shares of the Company’s Common Stock, par value $0.001 per share, upon the exercise of warrants with an exercise price of $.02 per share. The aggregate amount received by the Company was $62,000. The issuance of shares upon the exercise of warrants was made in reliance on the exemption from registration provided under Section 4(2) of the Securities Act of 1933 (the “Act”) and issuance of shares in the Private Offering was pursuant to the exemption provided under Section 4(2) of the Act and the exemption provided by Rule 504 of Regulation D. The issuances were made in a private transaction without means of any public solicitation. The shares are restricted securities and the certificates representing the ownership of the shares contain a legend restricting further transfer unless the shares are registered or qualify for an exemption.

During the three months ended September 30, 2008, the Company issued a total of 11,200,000 shares of the Company’s Common Stock, par value $0.001 per share, in full payment of $560,000 of notes payable plus accrued interest of $32,999 or approximately $0.05 per share. The issuance of shares in payment of the debt was made in reliance on the exemption from registration provided under Section 4(2) of the Securities Act of 1933 (the “Act”) and issuance of shares in the Private Offering was pursuant to the exemption provided under Section 4(2) of the Act and the exemption provided by Rule 504 of Regulation D. The issuances were made in a private transaction without means of any public solicitation. The shares are restricted securities and the certificates representing the ownership of the shares contain a legend restricting further transfer unless the shares are registered or qualify for an exemption.

During the three months ended September 30, 2007, the Company issued a total of 3,000 shares of Series A Preferred Stock in consideration of $15,000 in cash. The proceeds were used as working capital.

Each share of Series A Preferred Stock is convertible into 100 shares of the Company’s common stock. In the event that dividends are simultaneously paid or declared on any parity stock, the holders of the Series A Preferred Stock are entitled to receive out of any funds or other property legally available therefore, when and as declared by the Board of Directors, (Ii) dividends in cash at the annual rate of $0.60 per share, and (ii) in addition, each share of Series A Preferred Stock shall receive 100 times the dividend paid per share of common stock.

In consummating the above described sale, the Company relied upon the exemptions from registration provided by Sections 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), and based upon: representations from the investor that he, she or it, (iia) was acquiring the securities for his, her or its own account and not with a view towards further distribution and (b) had such sufficient knowledge and experience in ~~addition~~financial and business matters to be capable of evaluating the merits and risks connected with the applicable investment, and the fact that (c) no general solicitation of the securities was made by the Company, (d) the securities issued were “restricted securities” as that term is defined under Rule 144 promulgated under the Securities Act, (e) the Company placed appropriate restrictive legends on the certificates representing the securities regarding the restricted nature of these securities and (f) prior to the completion of the transaction, each ~~share~~investor was informed in writing of ~~Series~~the Arestricted ~~Preferred~~nature ~~Stock~~of ~~shall~~the ~~receive~~securities, ~~100~~provided ~~times~~with all information regarding the ~~dividend~~Company ~~paid~~as ~~per~~required ~~share~~under Rule 502 of ~~common~~Regulation ~~stock~~D and was given the opportunity to ask questions of and receive additional information from the Company regarding its financial condition and operations.

certificates representing the securities regarding the restricted nature of these securities and (f) prior to the completion of the transaction, each investor was informed in writing of the restricted nature of the securities, provided with all information regarding the Company as required under Rule 502 of Regulation D and was given the opportunity to ask questions of and receive additional information from the Company regarding its financial condition and operations.

Item 6.

Exhibits and Reports on Form 8-K

(a) Exhibit No.


(a)	Exhibit No.	Exhibit Name
*	3.1(a)	Certificate of Incorporation of Registrant filed May 2, 1994
*	3.1(b)	Certificate of Amendment of Certificate of Incorporation filed January 10, 2005
*	3.1(c)	Certificate of Amendment of Certificate of Incorporation filed March 24, 2005
*	3.2	By-Laws
*	4.1	Instrument defining rights of holders (See Exhibits Nos. 3.1(a) and 3.1(c), Certificate of Amendment of Certificate of Incorporation), Certificate of Designation Creating Series A Preferred Stock of PrimeCare Systems, Inc.
*	4.2	Form of Stock Purchase Warrant
*	10.1	Software License Agreement, dated as of September 29, 2005, by and between PrimeCare Systems, Inc., and Telemédica SRL
*	10.2	Software License Agreement, dated as of September 29, 2005, by and between PrimeCare Systems, Inc., and Nebbe Enterprises, LLC
*	10.3	Share Purchase Agreement, dated as of December 19, 2005, by, between and among OCGT Technology, Inc. and Bobby Vavithis
*	10.4	Distribution Agreement, dated as of December 19, 2005, by, between and among OCGT Technology, Inc. and PrimeCare Systems, Inc.
*	10.5	Agency Agreement, dated as of December 31, 2005
*	10.6	Escrow Agreement, dated as of December 29, 2005
*	10.7	Bank Credit line, dated August 21, 2001
	31.1	Certification pursuant to Rule 13a-14 and 15d-14 of the Securities Exchange act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley act of 2002
	31.2	Certification pursuant to Rule 13a-14 and 15d-14 of the Securities Exchange act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley act of 2002
	32.1	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley act of 2002
	32.2	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley act of 2002

*Incorporated by reference to Form SB -2, as amended, filed September 29, 2006

Exhibit Name

3.1(a)

Certificate of Incorporation of Registrant filed May 2, 1994

3.1(b)

Certificate of Amendment of Certificate of Incorporation filed January 10, 2005

3.1(c)

Certificate of Amendment of Certificate of Incorporation filed March 24, 2005

3.2

By-Laws

4.1

Instrument defining rights of holders (See Exhibits Nos. 3.1(a) and 3.1(c), Certificate of Amendment of Certificate of Incorporation), Certificate of Designation Creating Series A Preferred Stock of PrimeCare Systems, Inc.

4.2

Form of Stock Purchase Warrant

10.1

Software License Agreement, dated as of September 29, 2005, by and between PrimeCare Systems, Inc., and Telemédica SRL

10.2

Software License Agreement, dated as of September 29, 2005, by and between PrimeCare Systems, Inc., and Nebbe Enterprises, LLC

10.3

Share Purchase Agreement, dated as of December 19, 2005, by, between and among OCGT Technology, Inc. and Bobby Vavithis

10.4

Distribution Agreement, dated as of December 19, 2005, by, between and among OCGT Technology, Inc. and PrimeCare Systems, Inc.

10.5

Agency Agreement, dated as of December 31, 2005

10.6

Escrow Agreement, dated as of December 29, 2005

10.7

Bank Creditline, dated August 21, 2001

31.1

Certification pursuant to Rule 13a-14 and 15d-14 of the Securities Exchange act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley act of 2002.

31.2

Certification pursuant to Rule 13a-14 and 15d-14 of the Securities Exchange act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley act of 2002.

32.1

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley act of 2002.

32.

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley act of 2002.

Incorporated by reference to Form SB -2, as amended, filed September 29, 2006

(b)

Reports on Form 8-K

No Report on Form 8-K was filed during the quarter ended ~~December~~September 3130, ~~2008~~2010.

SIGNATURES

Pursuant to the requirements of Sections 13 or 15(d) the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

PRIMECARE SYSTEMS, INC.

By: /s/Robert A. Shiver

Robert A. Shiver, President

By: /s/ ~~Edward C~~W. ~~Levine~~Jordan Fitzhugh

~~Edward C~~ W. ~~Levine~~Jordan Fitzhugh, Treasurer/Chief Financial Officer

DATED: ~~May~~November 719, 2010

Exhibit 31.1

CERTIFICATION PURSUANT TO SECTION 302(a)
OF THE SARBANES-OXLEY ACT OF 2002

I, Robert A. Shiver, President of PrimeCare Systems, Inc., certify that:

1. I have reviewed this quarterly report on Form 10-Q of PrimeCare Systems, Inc. for the period ending ~~March~~September 3130, 2010;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;

4. The small business issuer’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d- 15(e)) for the small business issuer and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) [Paragraph omitted pursuant to SEC Release Nos. 33-8238 and 34-47986]

(c) Evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting; and

5. The small business issuer’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’s board of directors (or persons performing the equivalent function):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.

Date: Date: ~~May~~November 719, 2010

By: /s/Robert A. Shiver

Robert A. Shiver, President

Exhibit 31.2

CERTIFICATION PURSUANT TO SECTION 302(a)
OF THE SARBANES-OXLEY ACT OF 2002

I, ~~Edward C~~W. ~~Levine~~Jordan Fitzhugh, Treasurer/Chief Financial Officer of the Registrant, PrimeCare Systems, Inc., certify that:

1. I have reviewed this quarterly report on Form 10-Q of PrimeCare Systems, Inc. for the period ending ~~March~~September 3130, 2010;

(b) [Paragraph omitted pursuant to SEC Release Nos. 33-8238 and 34-47986]

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.

Date: Date: ~~May~~November 719, 2010

By: /s/ ~~Edward C~~W. ~~Levine~~Jordan Fitzhugh

~~Edward C~~W. ~~Levine~~Jordan Fitzhugh, Treasurer/Chief Financial Officer

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. ss. 1350), the undersigned, Robert A. Shiver, President of PrimeCare Systems, Inc., a Delaware corporation, (the "Company"), does hereby certify, to his knowledge, that:

The Quarterly Report on Form 10-Q for the period ended ~~March~~September 3130, 2010 of the Company (the "Report") fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and the information contained in the report fairly presents, in all material respects, the financial condition and result of operations of the Company.

Date: ~~May~~November 719, 2010

By: /s/Robert A. Shiver

Robert A. Shiver, President

Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. ss. 1350), the undersigned, ~~Edward C~~W. ~~Levine~~Jordan Fitzhugh, Treasurer/Chief Financial Officer of PrimeCare Systems, Inc., a Delaware corporation, (the "Company"), does hereby certify, to his knowledge, that:

Date: ~~May~~November 719, 2010

By:/s/ ~~Edward C~~W. ~~Levine~~Jordan Fitzhugh

~~Edward C~~W. ~~Levine~~Jordan Fitzhugh, Treasurer/Chief Financial Officer

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