As filed with the Securities and Exchange Commission on November 13, 1998
Registration No. 333-61391
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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POST-EFFECTIVE AMENDMENT #1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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PRIME COMPANIES, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 51-2031531
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
155 Montgomery Street, #406
San Francisco, California 94104
(Address of Principal Executive Offices)
COMPENSATION AGREEMENT OF CONSOLIDATED CONSULTING
(full title of plan)
David Lefkowitz, President
155 Montgomery Street, #406
San Francisco, California 94104
415/398-4242
(Name, address and telephone number of agent for service)
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COPY TO:
Cassidy & Associates
1504 R Street, N.W.
Washington, D.C. 20009
202/387-5400
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The Date of this Registration Statement is November 13, 1998.
The Registrant files this Post-Effective Amendment No. 1 to
its registration statement on Form S-8 for the purpose of removing
from registration shares of the Registrant's common stock which have
been issued pursuant to this registration statement as follows:
Consolidated Consulting 158,000 shares
The Registrant has been advised by counsel that the
registration statement for these shares filed August 13, 1998 is
invalid because such shares were issued for services not qualified
for the issuance of securities registered on Form S-8.
The above-named holder has been notified by the Registrant
that the shares are now deemed to be "restricted securities" within
the meaning of Rule 144 of the General Rules and Regulations of the
Securities and Exchange Commission ("Rule 144") and cannot be resold
by it unless sold in compliance with the requirements of Rule 144.
The Registrant's transfer agent has been notified to place a
stop-transfer order against the certificates representing these
shares.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has duly caused this Post
Effective Amendment No. 1 to the Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized,
in the city of San Francisco, California, on October 29, 1998.
PRIME COMPANIES,INC.
/s/ Irving Pfeffer
Irving Pfeffer, Chief Executive Officer
/s/ David Lefkowitz
David Lefkowitz, Chief Financial Officer
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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 CAPACITY IN WHICH SIGNED DATE
/s/ Irving Pfeffer Director October 29, 1998
Irving Pfeffer
/s/ David Lefkowitz Director October 29, 1998
David Lefkowitz
/s/ Emilio Guglielmelli Director October 29, 1998
Emilio Guglielmelli
/s/ Marshall Raines Director October 29, 1998
Marshall Raines
/s/ Alon Adani Director October 29, 1998
Alon Adani
