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, 2009
--------------
[
] 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.
-----------------------
Full
Name of Registrant
-------------------------
Former
Name if Applicable
56
Harrison Street, Suite 501
--------------------------------------------------------
Address
of Principal Executive Office (Street and Number)
New
Rochelle, NY 10801
------------------------
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, 2009, the last day for a
timely filing of its Annual Report on Form 10-KSB for the fiscal year ended June
30, 2009, 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.
=======================================================================
PrimeCare
Systems, Inc.
------------------------------------------
(Name
of Registrant as Specified in Charter)
has
caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date:
September 25, 2009
By: /s/ Edward
C. Levine
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