UNITED 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

Date of Report (Date of earliest event reported) ~~August~~June 230, ~~2005~~ 2006

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.)
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	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))

Item 1.01. Entry into a Material Definitive Agreement.

OnEffective ~~August~~June 230, ~~2005~~ 2006, ~~Wireless~~in ~~Billing~~furtherance ~~Systems,~~of ~~a California~~the ~~corporation~~Registrant’s ~~(“Wireless”)~~policy ~~and~~on ~~wholly-owned~~executive ~~subsidiary of Primal~~incentive ~~Solutions~~compensation, ~~Inc.,~~ aand ~~Delaware~~upon ~~corporation~~the ~~(“Primal”),~~recommendation onof ~~one~~the ~~hand,~~Registrant’s ~~and~~Compensation ~~Lightbridge~~Committee, ~~Inc.~~ ~~(“Lightbridge”),~~the ~~successor-in-interest~~Board toof ~~Corsair Communications, Inc.~~Directors (of the ~~“2005~~Registrant ~~Amended~~approved ~~Note”),~~and onestablished certain corporate performance goals and set the ~~other~~minimum ~~hand,~~corporate ~~entered~~performance ~~into~~level that ~~certain~~must ~~2005~~be ~~Amended~~achieved ~~and~~before ~~Restated~~any ~~Secured~~incentive ~~Promissory~~compensation ~~Note~~awards ~~(the~~can ~~“2005~~be ~~Amended Note”)~~paid. ~~The~~ ~~2005~~Because ~~Amended~~achievement ~~Note, which~~of isthe ~~effective~~executives’ asindividual ofperformance ~~June 30,~~goals assists ~~2005,~~the ~~amends~~Registrant ~~and~~in ~~restates~~meeting ~~that~~its ~~certain~~short- ~~2004 Amended~~ and ~~Restated~~long-term ~~Secured~~business ~~Promissory~~objectives, the ~~Note~~Registrant’s ~~dated~~policy ~~March 27,~~on ~~2004~~executive ~~between Wireless~~incentive ~~and~~compensation ~~Lightbridge~~is ~~(the~~intended ~~“2004~~to reward ~~Amended~~executive-level ~~Note”)~~employees ~~and~~for ~~provides~~their ~~for~~achievement aof individual ~~restructured~~performance ~~repayment~~goals ~~schedule of~~only if the ~~aggregate~~Registrant ~~principal~~also ~~and~~meets ~~interest~~its minimum corporate ~~outstanding~~performance ~~under~~level. ~~the~~Accordingly, ~~2004~~no ~~Amended~~incentive ~~Note.~~ compensation award is to be Agranted ~~copy~~to ofany ~~the~~executive ~~2005~~unless ~~Amended~~the ~~Note~~minimum iscorporate ~~attached~~performance ~~hereto~~levels ashave been ~~Exhibit 10~~achieved.1.

In ~~connection~~establishing the ~~with~~Registrant’s ~~the~~corporate ~~execution~~performance ~~and~~goals, ~~delivery~~the Board of Directions and the ~~2005~~Compensation ~~Amended~~Committee ~~Note,~~assess ~~Primal~~both ~~entered~~past ~~into~~and ~~that~~projected ~~certain~~corporate ~~Confirmation of Guaranty~~performance ~~dated August 2~~levels, ~~2005~~as ~~(the~~well ~~“2005~~as ~~Guaranty”)~~external market-place conditions, ~~which~~such ~~confirms~~as ~~that~~economic ~~Primal’s~~outlook, ~~guaranty~~competitive ofperformance ~~Wireless’~~levels, ~~obligations~~projected ~~under~~industry ~~the~~volumes ~~2004~~and ~~Amended~~projected ~~Note pursuant to that~~market ~~certain~~share. ~~Guaranty~~Examples ~~dated~~of ~~March 27,~~corporate ~~2004~~performance ~~shall~~goals ~~continue~~include inrevenues ~~effect~~ and ~~shall~~operating ~~include~~expenses ~~Wireless’~~for ~~obligations~~certain ~~under~~fiscal ~~the~~periods ~~2005~~and ~~Amended~~cash ~~Note. A~~balances ~~copy~~at of the ~~2005~~end ~~Guaranty~~of ~~is attached~~those ~~hereto as Exhibit 10~~periods.2.

~~Item~~In 9addition to the corporate performance goals, on an 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 objectives.01 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. ~~Financial~~An ~~Statements~~eligible executive’s incentive compensation award is based on the achievement of a minimum level of both corporate and ~~Exhibits~~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.

~~(c) Exhibits~~SIGNATURE

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.

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.

Date: July 6, 2006	PRIMAL SOLUTIONS, INC.
	By:	/s/ William C. Bousema
		William C. Bousema
		Chief Financial Officer

SIGNATURE

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.

Date: August 8, 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.

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