UNITED STATES        

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549     

                            

FORM 12b-25

NOTIFICATION OF LATE FILING

     

(Check One): [x] Form l0-K []Form 20-F []Form ll-K []Form l0-Q []Form N-SAR

                                        

                                                      SEC FILE NUMBER: 333-137702                                                                                                                            

                                                      CUSIP NUMBER: 74162Y 10 4

                                                                   

          For Period Ended: June 30, 2008

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

                [ ] Transition Report on Form 10-K

                [ ] Transition Report on Form 20-F

                [ ] Transition Report on Form I l-K

                [ ] Transition Report on Form 10-Q

                [ ] Transition Report on Form N-SAR

          For the Transition Period Ended:

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS VERIFIED ANY INFORMATION CONTAINED HEREIN.

If the notification relates to a portion of the filing checked above, identify

the Item(s) to which the notification relates:

PART I--REGISTRANT INFORMATION

PrimeCare Systems, Inc.

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Full Name of Registrant

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Former Name if Applicable

56 Harrison Street, Suite 501

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Address of Principal Executive Office (Street and Number)

New Rochelle, NY 10801

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City, State and Zip Code

PART II--RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

(a)

The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;

 [X]

(b)

The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report of transition report on Form 10-Q, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and

(c)

The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III--NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,

N-SAR, or the transition report or portion thereof, could not be filed within

the prescribed time period.

The financial statements of PrimeCare Systems, Inc. (the "Registrant") will not be completed by September 28, 2005, the last day for a timely filing of its Annual Report on Form 10-KSB for the fiscal year ended June 30, 2008, pursuant to Rule O-3 of the General Rules and Regulations under the Securities Exchange Act of 1934 because the Registrant was not able to do so without unreasonable effort and expense.

     

SEC 1344 (6/94)

PART IV--OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

       

     Edward C. Levine            914    

576-8457, ext. 23

           (Name)               (Area Code)        (Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).                                [x] Yes [ ] No

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?                                        [  ] Yes [x] No

    If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

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                            PrimeCare Systems, Inc.

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                 (Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned

hereunto duly authorized.

Date:    June 25, 2008            By: /s/ Edward C. Levine

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Endnotes