SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

[x]     Quarterly Report Pursuant to Section 13 or 15(d) Securities Exchange Act of 1934 for Quarterly Period Ended March 31, 2012

-OR-

[ ]     Transition Report Pursuant to Section 13 or 15(d) of the Securities And Exchange Act of 1934 for the transaction period from _________ to________

Commission File Number  333-173119

Primco Management Inc.

 (Exact name of registrant as specified in its charter)

(855) 774-6261

 (Registrant's telephone number, including area code)

Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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.  Yes  [x]   No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   Yes [x]   No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerate filer, or a small reporting company as defined by Rule 12b-2 of the Exchange Act):

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

The number of outstanding shares of the registrant's common stock,

May 16, 2012:

Common Stock  -  9,245,600

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PRIMCO MANAGEMENT INC.

FORM 10-Q

For the quarterly period ended March 31, 2012

INDEX

PART 1 – FINANCIAL INFORMATION

PART II – OTHER INFORMATION

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Primco Management Inc.

(A Development Stage Company)

Condensed Balance Sheets

March 31, 2012 and December 31, 2011

The accompanying notes are an integral part of these financial statements

4

Primco Management Inc.

(A Development Stage Company)

Condensed Statements of Operations

For the Three Months Ended March 31, 2012 and 2011, and for the Period from Inception (October 14, 2010) through March 31, 2012

(Unaudited)

The accompanying notes are an integral part of these financial statements.

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Primco Management Inc.

(A Development Stage Company)

Condensed Statements of Cash Flows

For the Three Months Ended March 31, 2012 and 2011, and for the Period from Inception (October 14, 2010) through March 2012

(Unaudited)

The accompanying notes are an integral part of these financial statements.

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Primco Management Inc.

(A Development Stage Company)

Notes to the Financial Statements

NOTE 1 – NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

Primco Management Inc. (the “Company”) was incorporated under the laws of the state of Delaware on October 14, 2010.  

Nature of operations

The Company is a real estate management company. The Company raised capital during 2011 to fund operations.

Basis of presentation

The accompanying unaudited interim financial statements and information have been prepared in accordance with accounting principles generally accepted in the United States of America and in accordance with the instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and disclosures required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, these financial statements contain all normal and recurring adjustments considered necessary to present fairly the financial position, results of operations, and cash flows for the periods presented. The results for the three month periods ended March 31, 2012 and 2011 are not necessarily indicative of the results to be expected for the full year. These statements should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2011 filed on Form 10-K.  

Development stage enterprise

The Company is a development stage company as defined in Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 915 "Development Stage Entities". Since October 14, 2010, the Company has been devoting substantially all of its efforts to establishing new customized real estate management programs for their clients. As such, the Company has not generated significant revenues from its operations and has no assurance of future revenues. All losses accumulated since October 14, 2010 have been considered as part of the Company's development stage activities.

Use of estimates

The preparation of the accompanying financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain estimates and assumptions that directly affect the results of reported assets, liabilities, revenue, and expenses. Actual results may differ from these estimates.

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Revenue recognition

Operating revenue consists of management income for services provided by the Company to a related party pursuant to a management agreement. Management income is recognized during the period in which the Company provides services in connection with this agreement.

Concentration of cash

The Company places its cash and cash equivalents with high quality financial institutions. At times, cash balances may be in excess of the FDIC insurance limits. Management considers the risk to be minimal.

Fair value of financial instruments

All financial instruments are carried at amounts that approximate estimated fair value.

Income taxes

Income tax expense is based on pretax financial accounting income. Deferred tax assets and liabilities are recognized for the expected tax consequences of temporary differences between the tax bases of assets and liabilities and their reported amounts.  Financial Accounting Standards Board Accounting Standards Codification ASC 740, “Income Tax,” requires the recognition of the impact of a tax position in the financial statements only if that position is more likely than not of being sustained on a tax return upon examination by the relevant taxing authority, based on the technical merits of the position.  The Company recognizes interest and penalties related to income tax matters in interest expense and operating expenses, respectively.  As of March 31, 2012 and December 31, 2011, the Company had no accrued interest or penalties related to uncertain tax positions.

Research and development

The Company records research and development expense as incurred.

Net loss per common share

Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by ASC Topic 260, "Earnings per Share". Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation.

Recent accounting pronouncements

The Company does not believe recently issued accounting pronouncements will have any material impact on its financial position, results of operations or cash flows.

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NOTE 2 – GOING CONCERN

The Company is a development stage company and management of the Company is devoting substantially all of its present efforts to establish new customized real estate management programs for its clients. In the near term, the Company expects operating costs to continue to exceed funds generated from operations.

The Company has not generated revenues from its operations and has no assurance of future revenues. As a result, the Company expects to continue to incur operating losses, and the operations in the near future are expected to continue to use working capital. The ability of the Company to continue as a going concern is dependent on its ability to raise capital to meet its operating requirements.

Our independent auditors, in their report on our financial statements for the year ended December 31, 2011, expressed substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that could result from the outcome of this uncertainty.

NOTE 3 – ACCRUED EXPENSES

Accrued expenses are composed of professional fees of $3,000 as of December 31, 2011.

NOTE 4 – NET LOSS PER SHARE

The following table sets forth the computation of basic and diluted net loss per share:

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NOTE 5 – RELATED PARTY TRANSACTIONS

Advances from officer

As of March 31, 2012 and December 31, 2011 the Company owed $5,975 and $4,125 to an officer of the Company. These advances are unsecured, due on demand, with no interest.

Lease

The Company leases its office premise from a director of the Company on a month-to-month basis at no cost.

Consultation Fee

As of March 31, 2012 and 2011, the Company paid $2,200 and none, respectively for consultation services to a firm whose officers were related to the CEO of the Company.

Management agreement

On May 1, 2011, the Company entered into a management agreement with New Visions Group to act as the managing agent of their beneficial interest in the apartment buildings known as Walnut Villas Apts. located at 1027 Florence Avenue, Vineland, New Jersey, for a term of five years. New Visions Group is owned by Murray Friedman, the father of Neal Friedman, an officer and director of the Company. Pursuant to this agreement, the Company receives 5% of amounts collected from the distributions of income derived from the buildings and will be reimbursed for all out-of-pocket costs. The management fee charged during the three months ended March 31, 2012 and 2011 amounted to $500 and none, respectively.  

NOTE 6 – PRIVATE PLACEMENT

During November and December 2011, the Company issued 1,245,600 common shares (post split) at a price of $.25 per share, for gross proceeds of $153,700, through a private placement.  The Company paid $2,000 in offering costs in connection with this private placement.

NOTE 7 – FORWARD STOCK SPLIT

On December 12, 2011, the Company completed a two-for-one forward stock split for common shareholders of the private placement. The holder of the 8,000,000 shares issued at inception, declined to receive any additional shares as a result of the stock split.

The Company’s financial statements and footnotes give retroactive effect to this stock split.

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ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The registrant offers real estate management services.  Our performance will be significantly affected by changes in general economic conditions and, specifically, shifts in consumer confidence and spending.  Additionally, our performance will be affected by competition.  Management believes that as the industry continues to consolidate, competition with respect to price will intensify.  Such a heightened competitive pricing environment will make it increasingly important for us to successfully distinguish ourselves from competitors based on quality and superior service and operating efficiency.

We have neither engaged in any material operations nor generated any significant revenues to date.  Our only activities since inception have been organizational activities and those necessary to prepare for this offering.  

We are currently not aware of any other known material trends, demands, commitments, events or uncertainties that will have, or are reasonable likely to have, a material impact on our financial condition, operating performance, revenues and/or income, or results in our liquidity decreasing or increasing in any material way.  

Results of Operations

For the three months ended March 31, 2012, we had revenues of $500.  We had accounting expenses of $1,300, consulting fees of $2,200, and research and development costs of $110,000, resulting in total operating expenses of $113,500 for the period.  For the three months ended March 31, 2012, we had a net loss of $113,000.

For the three months ended March 31, 2011, we did not generate any revenues.  We had accounting expenses of $116, bank service charges of $66, and legal and professional fees of $4,000.  As a result, we had total operating expenses of $4,182 for the period.  For the three months ended March 31, 2011, we had a net loss of $4,182.

For the period from Inception (October 14, 2010) through March 31, 2012, we generated revenues of $4,085.  We had accounting expenses of $18,956, bank service charges of $174, consulting expenses of $28,200, legal and professional expenses of $18,999, research and development costs of $110,000 and state filing fees and permits of $1,500.  As a result, we had total operating expenses of $177,829 for the period.  For the period from Inception (October 14, 2010) through March 31, 2012, we had a net loss of $173,744.

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Liquidity and Capital Resources

For the period from inception (October 14, 2010) through March 31, 2012, we did not pursue any investing activities.

For the three months ended March 31, 2012, we received proceeds from officer advances of $1,850, resulting in net cash provided by financing activities of $1,850 for the period.

For the three months ended March 31, 2011, we received proceeds from officer advances of $4,100, resulting in net cash provided by financing activities of $4,100 for the period.

For the period from inception (October 14, 2010) through March 31, 2012, we received proceeds from officer advances of $20,975.  We repaid $(15,000) to officer advances.  We received proceeds from the issuance of common stock of $165,800.  As a result, we have net cash provided by financing activities of $171,775 for the period from inception (October 14, 2010) through March 31, 2012.

Plan of Operations

The registrant has not yet developed its real estate programs.  

If we are unable to raise sufficient funds or obtain alternate financing, we may never complete development and become profitable.  

Our current cash balance is estimated not to be sufficient to fund our current operations.  Mr. Friedman has verbally agreed to personally loan any amounts up to the $50,000 needed to run operations.  Any loan provided by Mr. Friedman shall be binding, with an interest rate of five percent per annum and a term of one year.  However, we still need raise sufficient funds to complete the development of our service line. No other financing plans are in place.  We may never obtain the necessary financing to complete product development and begin operations.  

ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable for a smaller reporting company

ITEM 4: CONTROLS AND PROCEDURES

During the three months ended March 31, 2012, there were no changes in our internal controls over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our chief executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended, as of March 31, 2012.  Based on this evaluation, our chief executive officer and principal financial officers were not able to conclude that the Company’s disclosure controls and procedures are effective to ensure that information required to be included in the Company’s periodic Securities and Exchange Commission filings is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms.  Therefore, under Section 404 of the Sarbannes-Oxley Act of 2002, the Company must conclude that these controls and procedures are not effective.

Off-Balance Sheet Arrangements; Commitments and Contractual Obligations

As of March 31, 2012, we did not have any off-balance sheet arrangements and did not have any commitments or contractual obligations.

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PART II

ITEM 1.  Legal Proceedings

None

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

None

ITEM 3.  Defaults Upon Senior Securities:

None

ITEM 4  Mine Safety Disclosures

Not Applicable

ITEM 5  Other Information:

None

ITEM 6.  Exhibits

31    Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act

32    Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act

101.INS**   XBRL Instance Document

101.SCH**   XBRL Taxonomy Extension Schema Document

101.CAL**   XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF**   XBRL Taxonomy Extension Definition Linkbase Document

101.LAB**   XBRL Taxonomy Extension Label Linkbase Document

101.PRE**   XBRL Taxonomy Extension Presentation Linkbase Document

*  Filed herewith

**XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

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SIGNATURES

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

/s/Neal Friedman

Neal Friedman

Chief Executive Officer

Principal Financial Officer

Dated: May 16, 2012

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