UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549

                                   FORM 10-KSB

                [x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the fiscal year ending December 31, 2003
                                            ------------------

                                       OR

                 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                        Commission file number 000-30477
                                              -----------

                      PRIME HOLDINGS AND INVESTMENTS, INC.
             ------------------------------------------------------
                 (Name of Small Business Issuer in Its Charter)


              Nevada                                         88-0421215
     ----------------------------                           ------------
     (State or other jurisdiction                          (IRS Employer
          of Incorporation)                              Identification No.)


       521 Fifth Avenue, Suite 1700
           New York, New York                                     10003
----------------------------------------                       ----------
(Address of principal executive offices)                       (Zip Code)


                                 (212) 292-4258
                                ----------------
                           (Issuer's telephone number,
                              including area code)


Securities registered pursuant to Section 12(b) of the Act: None

Securities  registered pursuant to Section 12(g) of the Act: Common Stock, 0.001
par value.

Indicate by check mark whether the issuer (1) has filed all reports  required to
be filed by  Section  13 or 15(d) of the  Securities  and  Exchange  Act of 1934
during the preceding 12 months (or 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 [ ]

<PAGE>

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-B is not contained  herein,  and will not be contained,  to the
best of  issuer's  knowledge,  in  definitive  proxy or  information  statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB. [X]

Issuer's revenues for its most recent fiscal year were: $292,000
                                                       ----------

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the Issuer filed all documents and reports required to be filed by
Section 12, 13, or 15(d) of the Exchange Act after  distribution  of  securities
under a plan confirmed by a court.
Yes  [ ]  No  [ ]

                         APPLICABLE TO CORPORATE ISSUERS

On April 19, 2004, the Issuer had 8,887,816  issued,  and outstanding  shares of
its $.001 par value common stock. The aggregate market value of the Registrant's
voting  stock  held  by  non-affiliates  of  the  Registrant  was  approximately
$1,267,014 at the closing  quotation for the Registrant's  common stock of $0.05
as of April 19, 2004.

Transitional Small Business Disclosure Format Used (check one):
Yes [ ]  No [X]

Documents incorporated by reference:  None.

                                       ii

<PAGE>

                      PRIME HOLDINGS AND INVESTMENTS, INC.

                                TABLE OF CONTENTS
                                                                         PAGE

                                     PART I

Item 1.     Description of Business . . . . . . . . . . . . . . . . .      1

Item 2.     Description of Properties . . . . . . . . . . . . . . . .      6

Item 3.     Legal Proceedings . . . . . . . . . . . . . . . . . . . .      6

Item 4.     Submission of Matters to a Vote of Securities Holders . .      7

                                     PART II

Item 5.     Market for the Issuer's Common Equity and Related
              Shareholder Matters . . . . . . . . . . . . . . . . . .      7

Item 6.     Management's Discussion and Analysis of Financial
              Condition and Results of Operations . . . . . . . . . .      8

Item 7.     Financial Statements  . . . . . . . . . . . . . . . . . .     14

Item 8.     Changes in and Disagreements with Accountants
              on Accounting and Financial Disclosures . . . . . . . .     28

                                    PART III

Item 9.     Directors, Executive Officers, Promoters
              and Control Persons; Compliance with
              Section 16(a) of the Exchange Act . . . . . . . . . . .     28

Item 10.    Executive Compensation  . . . . . . . . . . . . . . . . .     29

Item 11.    Security Ownership of Certain Beneficial
              Owners and Management . . . . . . . . . . . . . . . . .     29

Item 12.    Certain Relationships and Related Transactions  . . . . .     30

Item 13.    Exhibits, and Reports on Form 8-K . . . . . . . . . . . .     30

            Signatures  . . . . . . . . . . . . . . . . . . . . . . .     31


                                       iii
<PAGE>

                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

     We were incorporated  under the laws of the State of Nevada, on December 3,
1998,  as  Diligencia  Technologies,  Inc. On February  25,  2000,  our name was
changed to  MyTravelGuide.com,  Inc. On August 15,  2001,  in  contemplation  of
acquiring Societa Italiana  Telecommunicazioni  Integrate, SpA, (S.I.T.I.),  our
name was changed to Prime Holdings and Investments, Inc.

     On September 13, 2001, we entered a Share Purchase  Agreement with S.I.T.I.
Under  the  terms  of  this  agreement,  we  purchased  all  of the  issued  and
outstanding  shares of S.I.T.I.  in exchange for 45,000,000 shares of our common
stock. In addition to the purchase price,  5,000,000  shares of our common stock
were issued to finders and consultants.

BUSINESS OF ISSUER

     We are a holding company  conducting our business  through our wholly owned
subsidiary,  S.I.T.I.,  an Italian  corporation  principally engaged in merchant
banking activities.  From January 2000 to December 31, 2001, S.I.T.I.  completed
equity investments in eight Italian-based  companies operating in three sectors:
construction,  telecommunications  and special  situations.  These  included the
following  companies:   Sardegna  '97  SpA;  Artel  SrL;  Datico  SpA;  Datico's
subsidiaries,  Impresa  Mondelli SrL and Datico Services SpA; and KELTI SrL. Our
consolidated  financial statements include the operating results of Sardegna '97
SpA;  Artel  SrL;  and KELTI SrL from the  beginning  of the  fiscal  year ended
December 31, 2002.  During 2002,  Datico SpA entered  bankruptcy  proceedings in
Italy.  Prior to  commencement  of the bankruptcy  proceedings,  Datico sold its
interests in Impresa Mondelli SrL and Datico Services SpA.  S.I.T.I.  is a party
to an arbitration  against the other shareholder of KELTI Srl, and a trustee has
been appointed to protect the rights of the shareholders  during the pendency of
the arbitration.

     The accompanying  consolidated financial statements include the accounts of
Prime and companies that for accounting  purposes have been designated as either
subsidiaries  or  associated   companies.   The  financial   statements  of  our
subsidiaries  are  consolidated as well.  These include the accounts of S.I.T.I.
and its subsidiaries  described above.  Investments in subsidiary  companies are
accounted for using the purchase method. Entities which are not controlled,  and
over  which  Prime  does not  exercise  significant  influence  (referred  to as
associated  companies),  are accounted for using the cost method,  including the
accounts of Consorzio Tecnos.

     Our functional  currency is the U.S. dollar.  All amounts appearing in this
report are in U.S. dollars. For our subsidiary and associated  companies,  whose
functional currencies are other than U. S. dollars, amounts have been translated
from such currency to U.S.  dollars at exchange rates set forth in the Financial
Statements included herein (see Note 2 to Financial Statements).


                                        1
<PAGE>

     As  of  December  31,  2003,  Prime  and  its  remaining  subsidiaries  had
approximately $2,489,000 of assets on a consolidated basis.

     See Management's Discussion and Analysis of Results of Operations,  for the
net  revenues  and pre-tax  earnings of each of our  subsidiaries.  See Notes to
Consolidated  Financial  Statements  included  herein for our net  revenues  and
pre-tax earnings in each principal areas in which we conduct business.

     At the  closing of the  acquisition  of S.I.T.I.  on  September  13,  2001,
S.I.T.I. had equity interests in the following six companies: Datico SpA, Datico
Services SpA,  Impresa  Mondelli SrL, SCA SrL, KELTI Srl, and Consorzio  Tecnos.
From September 13, 2001, to December 31, 2001,  S.I.T.I completed two additional
equity investments,  Artel SrL, and Sardegna '97 SpA; and divested itself of SCA
SrL. The following table sets forth certain information as of December 31, 2003,
regarding the remaining subsidiaries in which Prime has an equity investment:

<TABLE>
<CAPTION>
COMPANY               SHAREHOLDER    PERCENT HELD     DATE ACQUIRED    PRINCIPAL ACTIVITY
-------               -----------    ------------     -------------    ------------------
<S>                   <C>            <C>              <C>              <C>
S.I.T.I SPA           PHII           100%             SEPTEMBER 2001   HOLDING COMPANY

ARTEL SRL             S.I.T.I SPA     51%             SEPTEMBER 2001   ART BROKERAGE

SARDEGNA 97 SPA       S.I.T.I SPA    100%             OCTOBER 2001     CONSTRUCTION

KELTI SRL*            S.I.T.I SPA     51%             NOVEMBER 2000    TELECOM. SYSTEMS
</TABLE>

*Datico SpA is currently in bankruptcy proceedings in Italy. S.I.T.I. is a party
to an arbitration  against the other shareholder of KELTI Srl, and a trustee has
been appointed to protect the rights of the shareholders  during the pendency of
the arbitration.

BUSINESS STRATEGY

     Management believes that because of the proliferation of leveraged buy-outs
in the 1980's,  the economic recession of the early 1990's and the record levels
of high-yield  debt issuances  during the past several years,  there are a large
number  of  companies  that  have  undergone,  are  undergoing  or will  undergo
financial  difficulties  over the next several years. In order to remain viable,
these companies typically undertake  restructuring  because of their high levels
of debt. Our business strategy is, through our wholly owned subsidiary S.I.T.I.,
to operate and then acquire,  privately owned,  financially distressed companies
with viable  businesses and valuable assets,  initially in Italy and thereafter,
in Western  Europe and the United  States.  As we are only  dealing with private
companies,  it is  not  uncommon  for  the  principals  of  these  companies  to
personally  guarantee  all of  such  debt.  Based  upon  the  experience  of our
management and assuming we have the requisite  financial  resources,  management
believes that it will be able to identity investment opportunities,  renegotiate
and provide the necessary  funds to pay off existing debt and other  contractual
obligations that these principals have personably guaranteed.

     We would provide the  financing to enable  financially  distressed  private
companies  to operate on an interim  basis with a view  towards  selling off the
businesses  and assets in whole or in part. We would work with the principals of
those companies to negotiate settlements with company creditors whose businesses
and/or assets are to be acquired and who have personally  guaranteed  loans made
to their companies and pledged personal assets to secure those loans.


                                        2
<PAGE>

     Prior to our involvement with a particular target company,  we would form a
new  entity  which  would  enter  into an  operating  agreement  with the target
company.  We would have complete  operating  autonomy with respect to the day to
day operations of those companies.  In consideration for giving up such autonomy
to us, we would, either alone, or with joint venture partners,  agree to provide
the  necessary  capital,  usually  in the form of  loans,  to  settle,  on terms
negotiated by us, with company creditors. We would also be paid a management fee
from the operating revenues of the company. As part of the negotiations, we will
negotiate  the  release of the  principals  of the target  companies  from their
personal guarantees and free up their collateral.  At such time as the creditors
are paid off and the principals are released from their personal guarantees,  we
would  become the owner of the target  company  and be in a position to sell off
those businesses and assets.

     In order to achieve the  foregoing,  we will heavily rely on the experience
of John Visendi,  our Chief  Operating  Officer,  who will identify,  negotiate,
manage and liquidate these investments.  Mr. Visendi has substantial  experience
in identifying and working with financially distressed companies.

     Our primary  investment  objective  will be to achieve  short term  capital
appreciation  by  contracting  to  acquire  financially   distressed  companies,
operating  those  companies in the near term and selling off the  businesses and
assets of those  companies  at a profit.  We  believe  that  there are  existing
business opportunities in businesses that are generating substantial revenues in
established  markets,  but  which  have  undergone,  or are in  the  process  of
undergoing,  or are  likely to undergo a  financial  restructuring  pursuant  to
bankruptcy or  reorganization  proceedings.  It is our  intention  ultimately to
acquire the  businesses and assets of those  companies,  at a discount to market
value for comparable  companies,  that are not financially troubled. We may make
these  acquisitions  either on our own or jointly with joint  venture  partners,
none of whom, other than Pergarex SA, a principal of shareholder of Prime,  have
been identified.

     Given the amount of our capital resources,  including that which may become
available from a joint venture partner,  including Pergarex, we estimate that we
will be able to enter into agreements with up to two privately held, financially
distressed companies in the fiscal year ending December 31, 2003.

     IDENTIFICATION   AND  ANALYSIS  OF  TARGET  COMPANIES  Our  management  and
principals are individuals and companies that either have been or continue to be
involved in the funding and business  development of emerging,  small and middle
capitalization  companies  throughout Western Europe. Our management,  primarily
through Mr. Visendi, has broad abilities to perform traditional merchant banking
functions such as deal selection and origination,  due diligence,  valuation and
deal  structuring.  Our  management  and  principals  are exposed to a number of
investment   and   acquisition   opportunities   each  year;   and  have  strong
relationships with investment bankers, venture capitalists and other influential
persons and entities in the financial services sector.


                                        3
<PAGE>

     We have also  focused on a small  collection  of valuable  fine art held by
Artel and a real estate development held by Sardegna.

     COMPETITION  Prime  operates  in  a  highly  competitive  environment  with
numerous  well-established  Italian,  regional and foreign  companies,  and many
smaller companies. Specifically, we compete with both domestic and international
specialty and commercial finance companies,  commercial banks, private mezzanine
and private equity funds, venture capital companies,  investment banks and other
equity and non-equity based investment  funds. We also compete with regional and
national  financial  institutions  and finance  subsidiaries of large industrial
corporations seeking to acquire new or complimentary business units.

SUBSIDIARY OPERATIONS

     Prime's  current  subsidiaries  are engaged in a broad range of  activities
including   merchant   banking,    construction,    real   estate   development,
telecommunications  and special  situations.  No material  part of our revenues,
taken as a whole, are derived from a single customer or group of customers.

ARTEL SRL- On September 25, 2001, our subsidiary  S.I.T.I.,  acquired 51% of the
share capital of Artel S.r.L (Artel) the purchase  price was US $6,827.  Artel's
principal offices are located at Viale Mentana 14/a 43100 Parma,  Italy, and its
telephone number is 39-02-7631-7701.

     Artel is a development  stage company  engaged in the purchase,  resale and
brokerage  of fine art,  antiques  and  collectables.  As of December  31, 2003,
Artel's assets consisted  principally of art inventory including 12 paintings by
19th-century  European artists.  These paintings were acquired between September
2, 1999 and December 31, 2001. Two of these paintings are particularly  valuable
having been appraised at 30,000,000,000 Italian lire (approximately $15,000,000)
in November 2001, and updated as of March 18, 2004. However this valuation could
change due to changes in the fine art market or, in terms of US dollars,  due to
currency  fluctuation.  Moreover,  this valuation does not  necessarily  reflect
actual  proceeds  which Artel would receive upon sale of these  paintings  which
would be net of  royalties,  commissions  and  other  costs of the  sale.  These
paintings are reflected on our balance  sheet at cost,  which was  approximately
$813,000.  Artel's collection of fine art is insured by Vittoria  Assicurazioni,
of Milan, Italy.

     Artel's  business  is  still  in its  development  stage,  and  it has  not
generated  any  revenues to date.  Artel plans to generate  revenue  through the
purchase,  resale and exhibition of fine art, as well as providing brokerage and
related  intermediary  services to others wishing to purchase and sell fine art,
antiques and collectibles.

     Artel  specializes  in 19th century fine art, as the company  believes that
investment  opportunities  in fine art  originating in this period have not been
fully  exploited,   representing   significant  unrealized  potential.   Artel's
collection  of fine art will be  featured in  rotating  exhibitions  of original
artworks in museum and major  galleries  throughout  Europe.  Several of Artel's
paintings  have been reserved for exhibition by local museums and art galleries,
and revenue from exhibitor rental is expected during 2003.


                                        4
<PAGE>

     In  addition,  Artel  intends  to  function  as a broker  or  intermediary,
accepting  property on  consignment  from selling  clients.  Artel will bill the
buyer for property  purchased,  receive  payment from the buyer and remit to the
consignor,  the  consignor's  portions of the buyer's  payment  after  deducting
Artel's commissions, expenses and applicable taxes.

     Artel has reserved the website address www.arteartel.it. The website is one
of several  professional  marketing  techniques  that  Artel  plans to deploy to
stimulate  purchaser  interest,  and match  buyers and  sellers.  The website is
intended for presale  marketing and promotion only with all  transactions  being
completed off-line.

SARDEGNA '97 SPA- On October 18, 2001, S.I.T.I., our subidiary,  acquired all of
the issued and outstanding  shares of Sardegna '97 SpA (Sardegna).  The purchase
price was  $112,472.  Sardegna's  principal  offices are located at Via Lodi 47,
20135, Milan, Italy, and its telephone number is 39-02-7631-7701.

     Sardegna is a planned  multi-villa  luxury real estate  resort  development
project in Sardinia, Italy. The project is in Phase I, with approximately 20% of
the project completed, consisting of roads, electrical infrastructure,  leveling
of the land and landscaping. Initial sales were originally expected during 2004.
However,  this date has been extended  because we are awaiting a possible zoning
change  which would allow us to increase in the number of villas  allowed in the
development.   Impresa  Mondelli  SpA,  a  former  subsidiary  of  S.I.T.I.  was
originally  retained to build Sardegna,  but because Datico sold its interest in
Impresa  Mondelli and it is no longer an  affiliate of Prime,  we are seeking an
alternate  construction  company to complete the project once the zoning  issues
are resolved.

     During the fiscal year ended  December  31,  2002,  Datico SpA,  S.I.T.I.'s
51%-owned  subsidiary,  filed for bankruptcy in Italy. The bankruptcy proceeding
is pending,  and a receiver  has been  appointed to oversee the  fulfillment  of
certain  outstanding  orders.  Prior to filing for  bankruptcy,  Datico sold its
interests in Datico Services SpA, Impresa Mondelli Srl to third parties.

     S.I.T.I.  is in arbitration  proceedings  regarding the  disposition of the
assets of its remaining  subsidiary,  Kelti, and a trustee has been appointed to
protect the rights of the shareholders during the pendency of the arbitration.


                                        5
<PAGE>

GOVERNMENT REGULATION

     We  are  not  subject  to any  significant  governmental  regulations  that
materially affects our operations.

EMPLOYEES

     As of  December  31,  2002,  Prime  and its  subsidiaries  had 1 full  time
employee performing administrative functions.

ITEM 2. DESCRIPTION OF PROPERTY

     Prime's  administrative  office in the US is located  at 521 Fifth  Avenue,
Suite 1700,  New York,  NY. We have entered  into an  agreement  for use of that
space for $175.00 per month.  The agreement is terminable by either party on the
first day of any month upon 60 days' prior notice.

     Prior to March 2003,  our  administrative  office was located at 8275 South
Eastern Avenue, Suite 200, Las Vegas, Nevada 89123, where we shared leased space
under a  month-to-month  agreement in an  executive  office  center.  Under that
arrangement, we paid $150 per month.

     S.I.T.I.'s  principal  executive and administrative  offices are located in
Italy,  at Via Della Spiga,  22,  Milan,  20121,  which is leased  pursuant to a
year-to-year  agreement.  S.I.T.I.  is obligated to pay $96,000 per year for its
210 square meter office space.  We consider these  administrative  and executive
offices to be adequate and suitable for S.I.T.I.'s current operations.

     Sardegna, prime's indirect, wholly-owned subsidiary, owns land in Sardinia,
Italy on which it intends to build its planned development described above.

     There are no  limitations on the percentage of assets which may be invested
in real estate or interests in real estate, real estate mortgages, or securities
of or interests in persons  primarily  engaged in real estate  activities.  Such
policy may be changed without a vote of security holders.

ITEM 3. LEGAL PROCEEDINGS

     Prime is not a party to any material legal  proceedings and, to the best of
our knowledge, no such action by or against it has been threatened.

     S.I.T.I,  our  wholly-owned  subsidiary,  is  involved  in  an  arbitration
proceeding  against the minority  shareholder of Kelti Srl. The dispute involves
the  allocation  and  distribution  of  Kelti's  profits,   losses,  assets  and
liabilities.  A trustee has been  appointed to ensure that no action is taken to
prejudice either of the parties during the pendency of the arbitration.


                                        6
<PAGE>

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     No matters were  submitted  for a vote of our security  holders  during the
fourth quarter of the fiscal year ended December 31, 2003.

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MARKET INFORMATION

     Because  of our  failure  to file our  reports  on a timely  basis,  we are
currenly as of November  2003,  are listed on the Pink Sheets.  We are currently
re-applying  to be listed on the OTC Bulletin  Board,  which requires all listed
companies  to be  registered  with  the SEC  under  Section  13 or  15(d) of the
Securities Exchange Act of 1934 and to be current in their required filings once
so registered. Our common stock commenced trading in the fourth quarter of 2000,
and its current  trading symbol is PHIV.PK.  The following  table sets forth the
high and low bid  information  for our common stock for each quarter,  since the
fourth quarter of 2000. Subsequent to August 2001, this information was obtained
from Yahoo  Finance!TM  as  provided  by  Commodity  Systems,  Inc. As these are
over-the-counter  market quotations,  they reflect inter-dealer prices,  without
retail  markup,   markdown,  or  commissions,   and  may  not  represent  actual
transactions.  All prices are  adjusted  to give effect to the 1 for 6.5 reverse
split of our common stock which took effect at the close of trading on March 28,
2003.

2004:

     QUARTER ENDED:                                      HIGH                LOW
     -------------                                       ----                ---

     March 31                                             .05                .05


2003:

     QUARTER ENDED:                                      HIGH                LOW
     -------------                                       ----                ---

     December 31                                          .06                .06
     September 30                                         .06                .06
     June 30                                              .02                .02
     March 31                                             .26                .13


2002:

     QUARTER ENDED:                                      HIGH                LOW
     -------------                                       ----                ---

     December 31                                         .455                .13
     September 30                                       1.755               .325
     June 30                                            2.925              1.495
     March 31                                            3.25              1.495



                                        7
<PAGE>

     We have  no  outstanding  options,  warrants  to  purchase,  or  securities
convertible  into our common stock. We have not agreed to register any shares of
our common stock for any  shareholder.  There are presently  8,887,816 shares of
common stock issued and outstanding.

STOCKHOLDERS

     There are approximately 47 shareholders of record of our common stock.

DIVIDENDS

     Prime has not paid any dividends to date and does not plan to pay dividends
in the foreseeable future.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

     Prime  currently has no  securities  authorized  for issuance  under equity
compensation  plans.  Our  management  is  currently  negotiating  terms of such
compensation, and such terms have yet to be decided.


ITEM 6. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

FORWARD LOOKING STATEMENTS

     This Form  10-KSB  contains  forward-looking  statements.  Such  statements
consist of any statement other than a recitation of historical  facts and can be
identified by words such as may, expect, anticipate,  estimate, hopes, believes,
continue,  intends,  seeks,  contemplates,  suggests,  envisions  or  comparable
language. These forward-looking statements are based largely on our expectations
and are  subject  to a number  of risks  and  uncertainties,  including  but not
limited to:  those  risks  associated  with our  ability to  identify  and raise
additional  capital to complete our acquisition of one or more other  companies;
our ability to raise,  and our allocation of, resources as necessary to continue
operations; our ability to generate cash flow from revenue or other sources; our
ability to use our  capital  stock for  acquisitions,  paying  expenses or other
disbursements, attracting personnel or contractors and other business uses. Many
of these factors are beyond our management's control.  These uncertainties could
cause our actual results to differ materially from the expectations reflected in
these forward-looking statements. In light of these risks and uncertainties,  we
cannot be certain that the forward-looking  information contained in this annual
report on Form 10-KSB will, in fact, occur.  Potential investors should consider
carefully  the  previously  stated  factors,   as  well  as  the  more  detailed
information contained elsewhere in this Form 10-KSB, before making a decision to
invest in our common stock.


                                        8
<PAGE>

     The  following is a discussion  of our  financial  condition and results of
operations  as of the date of this Form  10-KSB.  This  discussion  and analysis
should be read in conjunction with the accompanying audited Financial Statements
of Prime and  subsidiaries,  including  the Notes  thereto,  which are  included
elsewhere herein.

GENERAL

     This  Management's  Discussion  and  Analysis  presents  a  review  of  our
consolidated  operating  results and  financial  condition  for the fiscal years
ended  December 31, 2003 and 2002.  This  discussion and analysis is intended to
assist in understanding the financial information of Prime, its subsidiaries and
associated  companies presented elsewhere herein. This section should be read in
conjunction with our consolidated financial statements and the related notes.

     On  September  13,  2001,  we  entered  a  Share  Purchase  Agreement  (the
Agreement) with Societa Italiana  Telecommunicazioni  Integrate, SpA (S.I.T.I.).
Under  the  terms  of the  Agreement,  Prime  purchased  all of the  issued  and
outstanding shares of S.I.T.I.  In consideration of the S.I.T.I. in exchange for
45,000,000  shares of its common stock.  From January 2000 to December 31, 2001,
S.I.T.I.   completed  equity  investments  in  certain  Italian-based  companies
operating  in  three  sectors:  construction,   telecommunications  and  special
situations. These companies included Datico SpA; Datico's subsidiaries,  Impresa
Mondelli SrL and Datico  Services  SpA;  Sardegna '97 SpA;  Artel SrL; and KELTI
SrL. As a result of the worldwide downturn in the  telecommunications  industry,
Datico,  Impresa  Mondelli,  Datico  Services and KELTI,  all  companies in that
industry,  lost significant value. Datico sold its interests in Impresa Mondelli
and Datico Services and then, during fiscal 2002, entered bankruptcy proceedings
in Italy.  S.I.T.I. is in arbitration  proceedings  regarding the allocation and
distribution  of the profits,  losses,  assets and  liabilities of KELTI,  and a
trustee has been appointed to protect the rights of the shareholders  during the
pendency of this  arbitration.  The two  remaining  subsidiaries,  Artel SpA and
Sardegna  SpA  are  engaged  in  the  fine  art  and  real  estate   businesses,
respectively.

     The consolidated  financial  statements  contained elsewhere herein include
the accounts of Prime and its  subsidiaries  and  associated  companies  through
December 31, 2002.  Investments in subsidiary  companies are accounted for using
the purchase  method.  Entities which are not  controlled,  and over which Prime
does not exercise significant  influence (referred to as associated  companies),
are accounted for using the cost method. This includes the accounts of Consorzio
Tecnos.

     From the date of  incorporation on December 3, 1998, to September 13, 2001,
Prime  was  a  development  stage  company  that  did  not  have  revenues  from
operations. From December 3, 1998 to February 25, 2000, Prime operated under the
name  Diligencia  Technologies,  Inc.  and from  February 25, 2000 to August 15,
2000, operated under the name  MyTravelGuide.com  Inc. As of September 13, 2001,
S.I.T.I.  held  $1,337,000  in cash,  a  portion  of which  was used by Prime to
satisfy its cash requirements.

     We believe  Prime's  existing  cash  balances  will be  sufficient  to meet
anticipated cash requirements for the next twelve months.  We may,  nonetheless,
seek additional  financing to  supportPrime's  activities during the next twelve
months or thereafter, including private and/or public offerings of common stock,
or seek out venture  patners to provide  with us to finance  acquisitions.  Such
additional  capital may not be available on  reasonable  terms,  if at all, when
needed or desired.


                                        9
<PAGE>
SUMMARY OF  SIGNIFICANT  ACCOUNTING  POLICIES,  RELATED PARTY  TRANSACTIONS  AND
CONTINGENCIES:

BASIS OF CONSOLIDATION

     The financial  statements of our  subsidiaries are  consolidated.  Entities
which are not  controlled  but over which the Prime has the  ability to exercise
significant  influence,  referred to as associated companies,  are accounted for
using the equity method.  Investments in entities that we do not control or over
which we do not exercise significant  influence are accounted for using the cost
method.

     Our  acquisition  of the shares of SITI S.p.A.  on  September  13, 2001 was
accounted for as a reverse  acquisition  whereby SITI S.p.A.  is considered  the
acquiring company. The comparative figures presented are those of SITI S.p.A.

CASH AND CASH EQUIVALENTS

     Cash  and  cash  equivalents  includes  cash and  those  short-term  market
instruments  which on  acquisition,  have a term to maturity of three  months or
less.

MARKETABLE SECURITIES

     Publicity traded securities deemed available-for-sale by Prime are measured
at fair value. Gains and losses on  available-for-sale  securities are presented
separately in the stockholders' equity section.

USE OF ESTIMATES

     The preparation of our consolidated financial statements in conformity with
generally accepted  accounting  principles requires management to make estimates
and assumptions  that affect the reported  amounts of assets and liabilities and
disclosures of contingent  assets and  liabilities at the date of the financials
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.

INVENTORY

     Inventory is recorded at the lower of cost and net realizable  value.  Cost
is  established  on a LIFO  basis.  No  reserve  for  obsolete  and  slow-moving
inventories is deemed necessary.

INVESTMENTS

     Investments are shown at the lower of cost or fair market value.


                                       10
<PAGE>

PROPERTY, PLANT AND EQUIPMENT

     Property,  plant  and  equipment  are  recorded  at cost.  Amortization  is
provided annually on a straight-line  basis at rates calculated to write off the
assets  over  their  estimated  useful  lives as  follows  except in the year of
acquisition when one half of the rate is used.

                           Buildings                                          3%
                           Plant and machinery                            15.50%
                           Other equipment                                   25%
                           Other plant and equipment                      12-25%

INTANGIBLE ASSETS

     Intangible assets are stated at cost,  reduced on a straight-line  basis to
their  net  book  value  through  provision  for  amortization  provided  at the
following annual rates:

                           Licenses, trade-marks and similar rights          20%
                           Patents and intellectual property rights          33%
                           Other intangible assets                           20%

     Additions during the year are amortized at the above rates.

GOODWILL

     Prior to July 2001 goodwill  arising on  consolidation  was not  amortized,
whereas the goodwill  arising on the acquisition of a business by SITI S.p.A. is
amortized over 10 years.

     In July 2001, the Financial  Accounting  Standards  Board  ("FASB")  issued
Statement of Financial  Accounting  Standards No. 141,  "Business  Combinations"
("SFAS 141") and statement of Financial Accounting  Standards No.142,  "Goodwill
and Other  Intangible  Assets"  ("SFAS  142").  SFAS 141  requires  all business
combinations  to be accounted for using the purchase  method of  accounting  and
that  certain  intangible  assets  acquired in a business  combination  shall be
recognized as assets apart from goodwill.  SFAS 142 recognizes that goodwill has
an   indefinite   useful  life  and  will  no  longer  be  subject  to  periodic
amortization.  Goodwill will be tested at least  annually for impairment in lieu
of amortization.  The SFAS 142 requires that goodwill arising from  acquisitions
subsequent to June 30, 2001 should not be amortized.

     Prime evaluates the carrying value of goodwill and long-lived  assets to be
held and used.  The carrying  value of an asset is considered  impaired when the
anticipated  undiscounted  cash flow from such assets is less than its  carrying
value.  In that  event,  a loss is  recognized  based on the amount by which the
carrying  value exceeds the fair market  value.  Fair market value is determined
using the anticipated cash flows discounted at a rate commensurate with the risk
involved.  Losses on  long-lived  assets to be disposed of are  determined  in a
similar  manner,  except  that fair  market  values  are  reduced by the cost of
disposition of such assets.


                                       11
<PAGE>

REVENUE RECOGNITION

TELECOMMUNICATION PRODUCTS AND SERVICES

     Revenue is recorded net of trade  discounts and allowances upon shipment of
products  or  rendering  of  services  and  when  all  significant   contractual
obligations have been satisfied and collection is reasonably assured.

CONSTRUCTION ACTIVITIES

     Construction  contracts  range up to 8 years in  length  and  revenues  are
recognized using the  percentage-of-completion  method. Percentage of completion
is calculated using the cost-to-cost method.

INCOME TAXES

     National  corporate  taxes  (IRPEG)  in Italy  are  levied  on book  income
adjusted for disallowable expenses at the rate of 33%.

     In addition,  a regional tax on value produced (IRAP) is levied at the rate
of 4.25%. In accordance with  principles  established by the Italian  accounting
profession,  this tax is  classified  with income  taxes,  even  though  certain
significant  costs and expenses (e.g.  personnel costs and interest expense) are
not deductible in the determination of the related IRAP tax liability.

RESERVE FOR EMPLOYEE TERMINATION INDEMNITIES

     Provision  has been made,  under  Italian  law and labor  regulations,  for
termination indemnities to employees upon termination of employment.

EARNINGS (LOSS) PER SHARE

     Basic EPS is determined  using net income  divided by the weighted  average
shares  outstanding  during the period.  Diluted EPS is computed by dividing net
income  by the  weighted  average  shares  outstanding,  assuming  all  dilutive
potential common shares were issued. Since the Company has no common shares that
are  potentially  issuable,  such as stock  options,  convertible  securities or
warrants, basic and diluted EPS are the same.

     As the acquisition has been reported as a reserve  acquisition,  the shares
outstanding  after the acquisition was used in the EPS calculations for the 2001
year.



                                       12
<PAGE>

TRANSLATION OF FOREIGN CURRENCIES

     Our functional  currency is the U.S.  dollar.  The financial  statements of
Prime's operations whose functional  currency is other than the U. S. dollar are
translated from such functional  currency to U.S. dollars using the current rate
method. Under the current rate method,  assets and liabilities are translated at
the exchange  rates in effect at the balance sheet date.  Revenues and expenses,
including gains and losses on foreign exchange  transactions,  are translated at
average  rates  for the  period.  Where the  current  rate  method is used,  the
unrealized  translation gains will be accumulated in other comprehensive  income
under the shareholders' equity section.

FINANCIAL INSTRUMENTS

     The estimated fair value of cash and equivalents,  short-term  investments,
accounts  receivable,   loans  receivable,  and  accounts  payable  and  accrued
liabilities  approximate  their  carrying  amounts in the financial  statements.
Unless otherwise noted, it is management's  opinion that Prime is not exposed to
significant  interest,  currency,  or credit risks arising from these  financial
statements.

RESULTS OF OPERATIONS

FISCAL YEAR ENDED  DECEMBER 31, 2003 COMPARED TO FISCAL YEAR ENDED  DECEMBER 31,
2002

     Total  revenues  for the year ended  December  31, 2003 were  approximately
$369,000,  an  increase  of  $330,000,  or 846.2%,  as  compared  to revenues of
approximately  $39,000  for the  year  ended  December  31,  2002.  All of these
revenues  were  generated by  subsidiary  companies  operating in Italy.  During
fiscal   2002,   revenues   were   primarily   generated   by   Kelti   SpA  for
telecommunications  services  and  by  consulting  fees  generated  directly  by
S.I.T.I.

     Operating  expenses for the year ended December 31, 2003 were approximately
$897,000,  an increase of $368,000 or 69.6%,  from  approximately  $529,000  for
fiscal 2002. This increase in operating  expenses was primarily due to legal and
other professional fees and travel expenses.

     During  the year  ended  December  31,  2003,  Prime  reported  a loss from
discontinued  operations of  approximately  $830,000 and a loss from the sale of
subsidiaries of $1,116,000.  This resulted from the sale and/or  discontinuation
of activities of its subsidiaries in the telecommunications industry.

     Amortization  was  approximately  $47,000 for the year ended  December  31,
2003,  representing a decrease of approximately  $17,000, or 26.6%, from $64,000
for fiscal 2002.

     Miscellaneous income of approximately  $469,000 for the year ended December
31, 2003 consisted of invoices reimbursed from former S.I.T.I.  shareholders for
expenses associated with the reverse acquisition,  including legal,  accounting,
travel and consulting.

     As a consequence of the foregoing,  Prime's net loss increased for the year
ended December 31, 2003 to approximately  $2,274,000 compared with approximately
$366,000.


                                       13
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

     At  December  31,  2003,   Prime  had  working  capital  of   approximately
$1,382,000.  Approximately  $983,000 of our current assets  consists of accounts
receivable  primarily  from  customers of Kelti net of  allowances  for doubtful
accounts.  Going forward, we expect our primary sources of working capital to be
debt and/or equity financing.

     Prime  and its  subsidiaries  used  approximately  $172,000  in  cash  from
operating activities,  after taking account of losses from operations,  sale and
discontinuation of subsidiaries,  amortization and minority interest. During the
year  ended  December  31,  2003,  cash  flows from  financing  activities  were
approximately $37,000 and from investing activities were approximately $6,000.

     We issued 462,000 new shares stock during 2003,  309,000 to John G. Visendi
our Chief  Executive  Officer,  and  153,000 to  Giovanni  Iachelli  who was our
President until November 12, 2003 when he was removed by our board of directors.
We have issued  shares of common  stock from time to time in the past to satisfy
certain  obligations  and expect in the future to  continue  to acquire  certain
services,  satisfy  indebtedness and/or make acquisitions  utilizing  authorized
shares of our capital stock. If operations and cash flow can be improved through
these efforts,  we believe that our liquidity problems will be resolved and that
we can continue to operate. However, no assurance can be given that management's
actions will result in profitable operations.

ITEM 7. FINANCIAL STATEMENTS

Following are the audited financial statements of Prime and its subsidiaries for
the year ended December 31, 2003.  Please note that all of the figures stated in
the financial statements are rounded to the nearest thousand U.S. Dollars.


                                       14
<PAGE>


                      Prime Holdings and Investments, Inc.
                      (Successor to S.I.T.I. S.p.A. Societa
                     Italiana Telecommunicazioni Integrate)

                        Consolidated Financial Statements
                                December 31, 2003



                                       15
<PAGE>


CONTENTS
--------------------------------------------------------------------------------


Independent Auditors' Report                                                 F 1
Consolidated Balance Sheets                                                  F 2

Consolidated Statements of Losses                                            F 3

Consolidated Statement of Stockholders' Equity                               F 4

Consolidated Statements of Cash Flows                                        F 5

Notes to Consolidated Financial Statements                                   F 6



                                       16
<PAGE>

                              MEYLER & COMPANY, LLC
                          CERTIFIED PUBLIC ACCOUNTANTS
                                  ONE ARIN PARK
                                 1715 HIGHWAY 35
                              MIDDLETOWN, NJ 07748


                          Independent Auditors' Report


To the Board of Directors
Prime Holdings and Investments, Inc.
(Successor to S.I.T.I. S.p.A. Societa Italiana Telecommunicazioni Integrate)
New York, NY


We have audited the  accompanying  consolidated  balance sheet of Prime Holdings
and  Investments,   Inc.   (Successor  to  S.I.T.I.   S.p.A.   Societa  Italiana
Telecommunicazioni  Integrate) and  subsidiaries as of December 31, 2003 and the
related consolidated statement of loss,  stockholders' equity and its cash flows
for the  year  then  ended.  These  consolidated  financial  statements  are the
responsibility of the Company's management.  Our responsibility is to express an
opinion  on these  financial  statements  based on our audit.  The  consolidated
balance sheet as of December 31, 2002 and the related consolidated  statement of
loss,  stockholders'  equity  and its cash  flows for the year then  ended  were
audited by Evancic  Perrault  Robertson whose  auditors'  report dated March 28,
2003 expressed an unqualified opinion.

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material  respects,  the financial position of Prime Holdings and
Investments,  Inc. and  subsidiaries  as of December 31, 2003 in conformity with
accounting principles generally accepted in the United States of America.


                                              Meyler & Company, LLC


Middletown, NJ
March 24, 2004


                                       F1
<PAGE>
<TABLE>
<CAPTION>
                      Prime Holdings and Investments, Inc.
  (Successor to S.I.T.I. S.p.A. Societa Italiana Telecommunicazioni Integrate)

                           Consolidated Balance Sheets

                           (U.S. Dollars in Thousands)
                                     ASSETS

                                                                             December 31,
                                                                           2003        2002
                                                                          ------      ------
<S>                                                                       <C>         <C>
Current Assets
   Cash and Cash Equivalents                                              $    8      $  108
   Accounts Receivable, net of Allowance for Doubtful Accounts of
      $445 and $18                                                            73         983
   Inventory                                                               1,265       1,142
   Prepaid Expenses                                                          290           6
          Total Current Assets                                             1,636       2,239

Property, Plant and Equipment                                                355         600
Investment in Unconsolidated Subsidiary Less Reserve of $330                 361         608
Other Investments                                                                        100
Goodwill                                                                     106         100
Other intangible Assets                                                       31          75
                                                                          ------      ------
                                                                             853       1,483
                                                                          ------      ------
          Total Assets                                                    $2,489      $3,722
                                                                          ======      ======

                      LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liability
   Due to Affiliated Party                                                $  816
   Accounts Payable and Accrued Expenses                                     785      $  751
   Customer Deposits                                                         125
   Corporate Taxes Payable                                                    12          18
   Current Portion of Long Term Debt                                                      98
                                                                          ------      ------
          Total Current Liabilities                                        1,738         867

Due to Directors                                                                          22
Reserve for Employee Termination Indemnities                                               2
Minority Interest                                                            166          80
                                                                          ------      ------
          Total Liabilities                                                1,904         971

Contingent Liabilities and Commitments
Stockholders' Equity
   Capital Stock and Additional Paid-In Capital                            5,837       5,822
   Other Comprehensive Income                                                685         540
   Accumulated Deficit                                                    (5,937)     (3,611)
                                                                          ------      ------
          Total Stockholders' Equity                                         585       2,751
                                                                          ------      ------

   Total Liabilities and Stockholders' Equity                             $2,489      $3,722
                                                                          ======      ======


   The accompanying notes are an integral part of these financial statements.
</TABLE>

                                       F2
<PAGE>
<TABLE>
<CAPTION>
                      Prime Holdings and Investments, Inc.
  (Successor to S.I.T.I. S.p.A. Societa Italiana Telecommunicazioni Integrate)

                        Consolidated Statements of Losses

                           (U.S. Dollars in Thousands)

                                                         For the Year Ended
                                                            December 31,
                                                        --------------------
                                                          2003        2002
                                                        -------     -------
<S>                                                    <C>         <C>
REVENUE
   Consulting Fees                                     $   292     $    63
   Installation Service Fees                                           306
                                                       -------     -------
          Total Revenues                                   292         369

COST OF SALES                                               16         255
                                                       -------     -------

GROSS MARGIN                                               276         114
                                                       -------     -------

OPERATING EXPENSES
   Administrative Expenses                                 974         544
   Stock Based Compensation                                 15
   Depreciation and Amortization                           146          47
   Provisions for Asset Impairment                       1,445         306
                                                       -------     -------
          Total Operating Expenses                       2,580         897
                                                       -------     -------

OPERATING LOSS                                          (2,304)       (783)
                                                       -------     -------

OTHER INCOME (EXPENSE)
   Interest Income                                                       7
   Miscellaneous                                            15         469
                                                       -------     -------
                                                            15         476
                                                       -------     -------

NET LOSS BEFORE DISCONTINUED OPERATIONS                 (2,319)       (307)

DISCONTINUED OPERATIONS
   Loss from discontinued operations
      (including a $1,116 loss on disposal,
      net of income taxes - nil)                                     1,946
                                                       -------     -------

LOSS BEFORE INCOME TAXES AND MINORITY INTEREST          (2,319)     (2,253)
INCOME TAXES                                                 7           7
                                                       -------     -------

LOSS BEFORE MINORITY INTEREST                           (2,326)     (2,260)
MINORITY INTEREST                                                       14
                                                       -------     -------

NET LOSS FOR THE YEAR                                  $(2,326)    $(2,274)
                                                       =======     =======

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING             $ 8,812     $ 8,351
                                                       =======     =======

LOSS PER SHARE                                         $(0.26)     $(0.27)
                                                       =======     =======


   The accompanying notes are an integral part of these financial statements.
</TABLE>

                                       F3
<PAGE>
<TABLE>
<CAPTION>
                      Prime Holdings and Investments, Inc.
  (Successor to S.I.T.I. S.p.A. Societa Italiana Telecommunicazioni Integrate)

                 Consolidated Statements of Stockholders' Equity

                    For the Two Years Ended December 31,2003
                           (U.S. Dollars in Thousands)

                                              Common Stock
                                                   and
                                     Common    Additional                    Other
                                     Stock       Paid-In   Accumulated   Comprehensive
                                     Shares      Capital     Deficit         Income       Total
                                     ------    ----------  -----------   -------------   ------
<S>                                 <C>          <C>         <C>              <C>        <C>
Balance, December 31, 2001           53,527      $5,584      $(1,338)         $  9       $4,255

Issuance of Common Shares for
   Services Rendered @$0.125
      per share                         755          95                                      95
Increase in Paid-In Capital                         143                                     143
Net Loss for the Period                                       (2,273)          531       (1,742)
Reverse Stock Split, 1 for
   every 6.5 shares on March
   28, 2003                         (45,931)
                                    -------      ------      -------          ----       ------
Balance December 31, 2002             8,351       5,822       (3,611)          540        2,751
Issuance of Common shares
  for Services Rendered
   @ $0.03                              462          15                                      15
Net Loss for the Year                                         (2,326)          145       (2,181)
                                    -------      ------      -------          ----       ------

Balance, December 31,2003             8,813      $5,837      $(5,937)         $685       $  585
                                    =======      ======      =======          ====       ======


   The accompanying notes are an integral part of these financial statements.
</TABLE>

                                       F4
<PAGE>
<TABLE>
<CAPTION>
                      Prime Holdings and Investments, Inc.

  (Successor to S.I.T.I. S.p.A. Societa Italiana Telecommunicazioni Integrate)
                      Consolidated Statements of Cash Flows

                           (U.S. Dollars in Thousands)

                                                                         For the Year Ended
                                                                            December 31,
                                                                       --------------------
                                                                          2003       2002
                                                                       --------    --------
<S>                                                                    <C>         <C>
Cash Flows From Operating Activities:
   Net Loss                                                            $(2,326)    $(2,274)
   Non-Cash Items Included in Net Loss
     Issuance of  Stock for Services Rendered                               15          95
     Reductions in Long-Term Investment                                    330
   Adjustments to Reconcile Net Loss to Net Cash Used
      in Operating Activities
     Depreciation                                                          146          47
     Minority Interest                                                                  14
     Loss from Discontinued Operations                                               1,946
     Decrease (increase) in Accounts Receivable                            910        (349)
     Increase in Inventory                                                (123)       (226)
     Increase in Prepaid Expenses                                         (285)         (5)
     Increase in Accounts Payable                                           34         334
     Increase in Deposits                                                  125
     Increase in Payroll and Benefit-Related Liabilities                                 3
     Increase (Decrease) in corporate Taxes Payable                         (6)          8
     Decrease in Reserve for Employee Termination Indemnities                           (2)
                                                                       -------     -------
                Net Cash Used in Operating Activities                   (1,180)       (409)
                                                                       -------     -------

Cash Flows from Investing Activities:
   Purchase of Long-Term Investments                                                  (253)
   Sale (Purchase) of Other Investments                                     91          56
   Proceeds Received from Sale of Subsidiaries                                         314
   Purchase of Property, Plant and Equipment                               (70)        (46)
   Purchase of Intangible Assets                                                        (5)
   Cash Reduction Due to Closure of Business                                           (60)
                                                                       -------     -------
                Net Cash Provided by Investing Activities                   21           6
                                                                       -------     -------

Cash Flows from Financing Activities:
   Proceeds (Repayment) from Long-Term Debt                                (98)        (22)
   Increase in Minority Interest                                            86
   Increase in Paid-In Capital                                                         143
   Increase in Due to Directors                                                         22
   Due to Affiliated Party                                                 816
   Increase (Decrease) in Due to Minority Interest Stockholders                       (106)
                                                                       -------     -------
                Net Cash Provided by Financing Activities                  804          37
                                                                       -------     -------
Effect of Exchange Rate Changes on Cash                                    255          76
                                                                       -------     -------
Decrease in Cash                                                          (100)       (290)
Cash, Beginning of Year                                                    108         398
                                                                       -------     -------
Cash, End of Year                                                      $     8     $   108
                                                                       =======     =======
Supplemental Disclosures
   Interest Paid                                                       $     3     $   282
Supplemental Disclosures of Additions to Common Stock and
   Paid in Capital Funds
     Common Stock Issued for Services Rendered                         $    15     $    95


   The accompanying notes are an integral part of these financial statements.
</TABLE>

                                       F5
<PAGE>

                      Prime Holdings and Investments, Inc.
  (Successor to S.I.T.I. S.p.A. Societa Italiana Telecommunicazioni Integrate)

                   Notes to Consolidated Financial Statements

                           December 31, 2003 and 2002
                           (U.S. Dollars in Thousands)


1.   NATURE OF BUSINESS

     Prime Holdings and  Investments,  Inc. is a United States  holding  company
     conducting business through its wholly owned Italian subsidiary,  S.I.T.I.,
     S.p.A,  which primarily engages in merchant banking activities as described
     further below.

     Artel  S.r.L.  is a company  that  specializes  in the  purchase,  sale and
     brokerage of works of art and other collectibles.

     Sardegna 97 S.p.A.  owns a resort  project in Sardinia.  The project is not
     presently active and is being held for sale.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Basis of Consolidation
     ----------------------

     The financial  statements of entities  which are controlled by the Company,
     referred  to as  subsidiaries,  are  consolidated.  Entities  which are not
     controlled  but  over  which  the  Company  has  the  ability  to  exercise
     significant influence,  referred to as associated companies,  are accounted
     for using the equity method.  Investments in entities that the Company does
     not control or over which it does not exercise  significant  influence  are
     accounted for using the cost method.

     The  acquisition  by the  Company  of the  shares  of  S.I.T.I.  S.p.A.  on
     September  13,  2001 was  accounted  for as a reverse  acquisition  whereby
     S.I.T.I. S.p.A is considered the acquiring company. The comparative figures
     presented are those of S.I.T.I. S.p.A.

     Cash and Cash Equivalents
     -------------------------

     Cash  and  cash  equivalents  includes  cash and  those  short-term  market
     instruments which, on acquisition,  have a term to maturity of three months
     or less.

     Use of Estimates
     ----------------

     The  preparation  of the  Company's  consolidated  financial  statements in
     conformity  with  generally   accepted   accounting   principles   requires
     management  to make  estimates  and  assumptions  that affect the  reported
     amounts of assets and liabilities and disclosures of contingent  assets and
     liabilities  at the  date of the  financial  statements  and  the  reported
     amounts of  revenues  and  expenses  during the  reporting  period.  Actual
     results could differ from those estimates.

     Inventory
     ---------

     Inventory  consists of precious  paintings carried  principally at cost for
     2003 and 2002.  2002 also includes  telecommunication  equipment  which was
     fully written off in 2003.


                                       F6
<PAGE>

                      Prime Holdings and Investments, Inc.
  (Successor to S.I.T.I. S.p.A. Societa Italiana Telecommunicazioni Integrate)

             Notes to Consolidated Financial Statements (Continued)

                           December 31, 2003 and 2002
                           (U.S. Dollars in Thousands)


2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     Property, Plant and Equipment
     -----------------------------

     Property,  plant  and  equipment  are  recorded  at cost.  Depreciation  is
     provided annually on a straight-line basis at rates calculated to write-off
     the assets over their estimated useful lives which  approximate 15%, except
     in the year of acquisition when one half of the rate is used.

     Intangible Assets
     -----------------

     Intangible  assets are stated at cost, as reduced on a straight-line  basis
     to  their  net book  value  through  provision  for  amortization  at rates
     approximating 20%.

     Goodwill
     --------

     Prior  to  July  2001,  the  goodwill  arising  on  consolidation  was  not
     amortized, whereas the goodwill arising on the acquisition of a business by
     S.I.T.I. S.p.A. was being amortized over 10 years.

     In June 2001, the Financial  Accounting  Standards  Board  ("FASB")  issued
     Statement of Financial Accounting Standards No. 141, Business  Combinations
     ("SFAS  141") and  statement  of Financial  Accounting  Standards  No. 142,
     Goodwill and Other  Intangible  Assets ("SFAS 142").  SFAS 141 requires all
     business  combinations  to be accounted  for using the  purchase  method of
     accounting  and that  certain  intangible  assets  acquired  in a  business
     combination  be  recognized  as  assets  apart  from  goodwill.   SFAS  142
     recognizes  that goodwill has an indefinite  useful life and therefore will
     no longer be subject to periodic  amortization.  Goodwill will be tested at
     least  annually for impairment in lieu of  amortization.  SFAS 142 requires
     that goodwill arising from acquisitions  subsequent to June 30, 2001 not be
     amortized.

     The Company  evaluates the carrying value of goodwill and long-lived assets
     to be held and used. The carrying value of an asset is considered  impaired
     when the anticipated  undiscounted  cash flow from such assets is less than
     its carrying value. In that event, a loss is recognized based on the amount
     by which the  carrying  value  exceeds the fair market  value.  Fair market
     value is determined  using the anticipated  cash flows discounted at a rate
     commensurate  with the risk involved.  Losses on a long-lived  assets to be
     disposed of are  determined  in a similar  manner,  except that fair market
     values are reduced by the cost of disposition of such assets.

     Income Taxes
     ------------

     National  corporate  taxes  (IRPEG)  in Italy  are  levied  on book  income
     adjusted for disallowable expenses at the rate of 36% in 2003 and 2002.

     In addition,  a regional tax on value produced (IRAP) is levied at the rate
     of 4.25%.  In accordance  with the  principles  established  by the Italian
     accounting  profession,  this tax is  classified  with income  taxes,  even
     though certain  significant  costs and expenses (e.g.  personnel  costs and
     interest  expense) are not deductible in the  determination  of the related
     IRAP tax liability.


                                       F7
<PAGE>

                      Prime Holdings and Investments, Inc.
  (Successor to S.I.T.I. S.p.A. Societa Italiana Telecommunicazioni Integrate)

             Notes to Consolidated Financial Statements (Continued)

                           December 31, 2003 and 2002
                           (U.S. Dollars in Thousands)


2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     Reserve for Employee Termination Indemnities
     --------------------------------------------

     Provision  has been made,  under  Italian  law and labor  regulations,  for
     termination indemnities to employees upon termination of employment.

     Net Loss Per Common Share
     -------------------------

     The Company  computes per share  amounts in  accordance  with  Statement of
     Financial Accounting Standards ("SFAS") No. 128, "Earnings per Share". SFAS
     No.  128  requires  presentation  of basic and  diluted  EPS.  Basic EPS is
     computed by dividing the income (loss) available to Common  Stockholders by
     the  weighted-average  number of common shares  outstanding for the period.
     Diluted  EPS is based on the  weighted-average  number  of shares of Common
     Stock and Common Stock equivalents outstanding during the periods.

     Translation of Foreign Currencies
     ---------------------------------

     The  functional  currency of the company is the United States  dollar.  The
     financial  statements of the Company's operations whose functional currency
     is other than the United States dollar are translated  from such functional
     currency to the United States  dollars using he current rate method.  Under
     the current rate  method,  assets and  liabilities  are  translated  at the
     exchange rates in effect at the balance sheet date.  Revenues and expenses,
     including gains and losses on foreign exchange transactions, are translated
     at average rates for the period. Where the current rate method is used, the
     unrealized  translation  gains will be accumulated  in other  comprehensive
     income under the shareholders' equity section.

     Financial Instruments
     ---------------------

     The estimated fair value of cash and equivalents,  short-term  investments,
     accounts  receivable,  loans  receivable,  and accounts payable and accrued
     liabilities approximate their carrying amounts in the financial statements.
     Unless otherwise noted, it is management's  opinion that the Company is not
     exposed to  significant  interest,  currency,  or credit risks arising from
     these financial statements.

3.   DISCONTINUED OPERATIONS

     On November 19, 2002,  the  company's  subsidiary,  Datico Spa sold its 93%
     interest of Impresa Mondelli srl to Penta Trust srl for proceeds of $64.

     On  November  20,  2002,  Datico  Spa sold 100% of Datico  Services  Spa to
     Fiduciaria Del Giglio srl for proceeds of $250.

     On December 29, 2002, the Tribunal of Milano issued a decree against Datico
     Spa and declared the Company bankrupt and the Tribunal of Milano authorized
     the appointed receiver to temporarily  continue the activity of the Company
     to enable it to fulfill some of the outstanding orders.


                                       F8
<PAGE>

                      Prime Holdings and Investments, Inc.
  (Successor to S.I.T.I. S.p.A. Societa Italiana Telecommunicazioni Integrate)

             Notes to Consolidated Financial Statements (Continued)

                           December 31, 2003 and 2002
                           (U.S. Dollars in Thousands)


4.   PROPERTY, PLANT AND EQUIPMENT
<TABLE>
<CAPTION>
                                                                                  2003       2002
                                                                                 ------     ------
     Property, plant and equipment at December 31, 2003 and 2002 consist of:
     <S>                                                                          <C>        <C>
     Fixed asset construction in progress                                                    $267
     Other equipment                                                              $501        419
                                                                                  ----       ----
                                                                                   501        686
     Less accumulated depreciation                                                 146         86
                                                                                  ----       ----

                                                                                  $355       $600
                                                                                  ====       ====
</TABLE>

5. INVESTMENTS IN UNCONSOLIDATED SUBSIDIARY

     The  Company  has  a  20%  investment  in  Consortium  Tecnos,  an  Italian
     telecommunications company. The total investment was $608. In 2003, because
     of the uncertainty of the company,  a reserve of $330 or approximately  50%
     was established.

6. DUE TO AFFILIATED PARTY

     Pergarex SA, a Swiss  investment  banking firm  controlled by the Company's
     President and Chief Executive officer, advanced the Company a total of $816
     for  operating  expenses  at various  times  during  the year  2003.  These
     advances are  non-interest  bearing and have no prescribed  repayment terms
     and/or  conditions.  Had the Company  borrowed  such funds from a financial
     institution, the imputed average interest expense would approximate $25.

7. LONG-TERM DEBT

     The Company's  long-term  debt at December 31, 2002 consisted of a mortgage
     payable to Credito Fondiario S.p.A. secured by a building. The total amount
     due was $98 which was considered current in 2002 and paid in 2003.

8. INCOME TAXES - U.S.A.

     The  Company  has  adopted  Financial  Accounting  Statement  SFAS No. 109,
     Accounting for Income Taxes.  Under this method,  the Company  recognizes a
     deferred tax liability or asset for temporary  differences  between the tax
     basis of an asset or  liability  and the  related  amount  reported  on the
     financial  statements.  The  principal  types  of  differences,  which  are
     measured at the current tax rates,  are net operating loss carry  forwards.
     At December 31, 2003, these differences resulted in a deferred tax asset of
     approximately  $70,000.  SFAS  No.  109  requires  the  establishment  of a
     valuation  allowance to reflect the  likelihood of  realization of deferred
     tax assets.  Since  realization is not assured,  the Company has recorded a
     valuation allowance for the entire deferred tax asset, and the accompanying
     financial  statements  do not reflect any net asset for  deferred  taxes at
     December 31, 2003.

     The  Company's  net  operating  U.S.  loss  carry   forwards   amounted  to
     approximately $600,000 at December 31, 2003 which will expire by 2018.


                                       F9
<PAGE>

                      Prime Holdings and Investments, Inc.
  (Successor to S.I.T.I. S.p.A. Societa Italiana Telecommunicazioni Integrate)

             Notes to Consolidated Financial Statements (Continued)

                           December 31, 2003 and 2002
                           (U.S. Dollars in Thousands)


9. STOCKHOLDERS' EQUITY

     The Company's capital structure consists of preferred and common stock. The
     total authorized preferred stock is 100,000,000 with a par value of $0.001.
     There are no preferred shares outstanding.

     The Company's  common stock is authorized at 500,000,000  shares with a par
     value of $0.0001 per share.  The total  outstanding  shares at December 31,
     2003 are 8,813.  Each  preferred  share is  convertible  to 4 common shares
     after the trading value of Prime common  shares  exceeds $5 per share for a
     period of at least thirty consecutive days on the NASD OTC BB exchange.

     On March 28, 2003,  the Company  effected a reverse split of 1 common share
     issued for every 6.5 common shares outstanding.

     On September 10, 2003, 461,516 shares were issued to the Chairman and Chief
     Executive  Officer and the former  President  of the  Company for  services
     rendered. The shares were valued at $0.0325 per share.

10. ACQUISITIONS

     In September  2001, the Company  acquired 51% of the share capital of Artel
     srl.  The Company  purchases,  sells and brokers  works of art,  paintings,
     furniture,  watches,  rugs, prints and antique drawings. The purchase price
     was $7.

     In October 2001, the Company acquired 100% of the share capital of Sardegna
     97 SpA which owned an 80-Villa  resort project in Sardinia.  The project is
     not  presently  active and is being held for sale.  The purchase  price was
     $112 and included goodwill of $101.

     All of these acquisitions were accounted for under the purchase method. The
     consolidated  financial statements include the operating results of each of
     these businesses.

     Goodwill was determined on the basis of the difference between the purchase
     price  paid  and  the  fair  market  value  of the  underlying  assets  and
     liabilities acquired.

11. LEASE COMMITMENTS

     The Company has a long-term lease for its corporate office in Milan, Italy.
     The term of the lease  extends to February  28, 2007 and may be renewed for
     an addition 6 years.  The lease requires  quarterly  payments in advance on
     January  1,  April 1,  July 1 and  October  1 every  year in the  amount of
     $28,000 per quarter. Annual


                                       F10
<PAGE>

                      Prime Holdings and Investments, Inc.
  (Successor to S.I.T.I. S.p.A. Societa Italiana Telecommunicazioni Integrate)

             Notes to Consolidated Financial Statements (Continued)

                           December 31, 2003 and 2002
                           (U.S. Dollars in Thousands)


11. LEASE COMMITMENTS (CONTINUED)

     minimum rental payments for the remainder of the lease are as follows:

<TABLE>
<CAPTION>
                                    Year              Amount
                                    ----             --------

     <S>                                             <C>
                                    2004             $96,000
                                    2005              96,000
                                    2006              96,000
     Two months ending February 28, 2007               9,000
</TABLE>

12. COMMITMENTS AND CONTINGENCIES

     The former President of the Company,  who was removed on November 19, 2003,
     has asserted  that the Company is obligated to him for unpaid  salaries and
     expenses  aggregating  $355,000  through December 31, 2003. This amount has
     not been  reflected  in the  accompanying  financial  statements  since the
     Company  believes  that  no  amounts  are due the  former  President  as of
     December 31, 2003.


                                       F11
<PAGE>

ITEM  8.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
          FINANCIAL DISCLOSURE

     We changed  accountants in 2003 for the fiscal year 2003 audit. We provided
full  disclosure  regarding the change in accountants in our report on Form 8-K,
as  amended,  and  included  as an  exhibit  thereto,  a letter  from our former
accountant consenting to such disclosure.

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
        WITH SECTION 16(A) OF THE EXCHANGE ACT

     The following are the current Directors and Executive Officers of Prime and
their ages, as of December 31, 2003.


NAME                             AGE        POSITION

John G. Visendi                  40         President, Chief Executive Officer,
                                            Chief Financial Officer and Director

JOHN G. VISENDI, has served as a director of Prime since October 1, 2001, as our
Chief  Executive  Officer and Treasurer  since January 2003 and as our President
and Chief Financial  Officer since november 2003. Prior to his appointment,  Mr.
Visendi  spent over 15 years in  executive  positions  with  investment  banking
groups in Europe  and  Japan.  From May 2000,  to June  2001,  Mr.  Visendi  was
President of Pergarex SA, a  Switzerland-based  investment  banking  company and
controlling  shareholder  of Prime.  From 1995 to date, Mr. Visendi has held the
position  of Chief  Executive  Officer  of Societa  Italiana  Telecommunicazioni
Integrate,  SpA, (S.I.T.I.), a wholly owned subsidiary of Prime. Since 1998, Mr.
Visendi has been General Manager of JHT Lehmann & Co., of London,  England,  and
is responsible  for merchant  banking  activities in Italy and Southern  Europe.
From 1990 to 1997, Mr. Visendi held the position of Central  Director,  Southern
Europe and the Middle East, for Tushimi Merchant Bank, Tokyo, Japan. Mr. Visendi
is exposed to a number of investment and acquisition opportunities each year and
has broad abilities to perform  traditional  merchant banking  functions such as
deal selection and origination,  due diligence,  valuation and deal structuring.
SECTION 16(A) COMPLIANCE

GIOVANNI M. IACHELLI, had served as our President and a director from October 1,
2001 and as  Secretary  from  January  2003 until he was removed by the board of
directors on Novermber 21, 2003. Mr. Iachelli  manages the operational  business
and  strategic  direction of Prime and S.I.T.I.  Mr.  Iachelli has spent over 15
years  in  senior  positions  with  North  American  and  United   Kingdom-based
telecommunications  companies with operations in Italy,  China, and Europe. From
1999 to  October  2001,  Mr.  Iachelli  was owner and  director  of  Iachelli  &
Associates,  a business consulting firm specializing in mergers and acquisitions
in North America and China, on behalf of Telecom Group Italy. From 1998 to 1999,
Mr.  Iachelli served as Merger and  Acquisitions  Manager,  Italian Market,  for
Primus Telecom Corp., United Kingdom.

     Section 16(a) of the Securities Exchange Act of 1934, as amended,  requires
our directors and executive officers,  and persons who own more than ten percent
of a registered  class of our common stock, to file with the SEC initial reports
of ownership and reports of changes in ownership of our common stock.  Officers,
directors  and  greater  than  ten-percent  stockholders  are  required  by  SEC
regulations  to furnish the Company with copies of all Section  16(a) forms they
file.  To our  knowledge,  based  solely on review of the copies of such reports
furnished  to Prime  and  written  representations  that no other  reports  were
required,  during the  fiscal  year  ended  December  31,  2002,  our  officers,
directors and ten percent or greater shareholders filed all forms required to be
filed under Section 16(a).

CODE OF ETHICS

     We are in the process of  developing  a code of ethics  which will apply to
our directors and officers, and, when such code of ethics is complete, we intend
to file it with the Securities and Exchange  Commission and make it available to
our shareholders or any other person, without charge, upon request.



                                       28
<PAGE>


ITEM 10. EXECUTIVE COMPENSATION

     The following table  summarizes  compensation  earned in the 2003, 2002 and
2001 fiscal years by all of our executive officers.

<TABLE>
<CAPTION>
================================================================================
                                                                                      LONG TERM COMPENSATION
--------------------------------------------------------------------------------

                                       ANNUAL COMPENSATION                            AWARDS          PAYOUTS
--------------------------------------------------------------------------------
<S>                            <C>     <C>           <C>        <C>                   <C>             <C>
                                                                                      SECURITIES
NAME AND PRINCIPAL                                              OTHER ANNUAL          UNDERLYING      ALL OTHER
POSITION                       YEAR    SALARY        BONUS      COMPENSATION          OPTIONS         COMPENSATION
--------------------------------------------------------------------------------------------------------------------------
John G. Visendi, Chief         2003          --                309,000 shares
Executive Officer and          2002          --                restricted stock
Chief Financial Officer        2001          --
--------------------------------------------------------------------------------------------------------------------------
Giovanni Iachelli, President   2003          --                153,000 shares
(removed November 12, 2003)    2002          --                restricted stock
                               2001

</TABLE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth certain information  regarding the ownership
of our  common  stock as of  December  31,  2003 by (i) all  those  known by our
management to be owners of more than five percent of the  outstanding  shares of
common  stock;  (ii) each  officer  and  director;  and (iii) all  officers  and
directors as a group. Unless otherwise  indicated,  each of the shareholders has
sole voting and  investment  power with respect to the shares owned  (subject to
community  property laws,  where  applicable),  and is beneficial owner of them.
Share  amounts  shown give effect to a 1 for 6.5 reverse  stock split which took
effect at the close of trading on March 28, 2003.


                                       29
<PAGE>

<TABLE>
<CAPTION>

                                                   AMOUNT AND NATURE
TITLE OF                                             OF BENEFICIAL    PERCENT OF
 CLASS      NAME AND ADDRESS OF BENEFICIAL OWNER       OWNERSHIP        CLASS
<S>         <C>                                       <C>               <C>
Common      Pergarex SA                               5,507,693(1)      62.0%
            Via Alla Campagna No. 6  6901
            Lugano, Switzerland

Common      Domenico Sommariva                          895,570         10.8%
            Corso Plebiscitl 1
            Milano, Italy

Common      Stonefeld Holding LTD                       461,539          5.2%
            Atlantic Chambers Romasco Harbour House
            Road Town Tortola BVI

Common      Giovanni Iachelli                           461,539(2)       5.2%

Common      John G. Visendi*                          5,969,210(3)      67.2%

Common   Directors and Officers as a Group            5,969,233         67.2%
          (Consisting of 1 person)
</TABLE>

*Addresses  for  Officers  and  directors  of Prime are c/o Prime  Holdings  and
Investments, Inc., 521 Fifth Avenue, Suite 1700, New York, NY.

(1)  Includes  615,385  shares of common stock  underlying one million shares of
     preferred stock held by Pergarex.

(2)  Mr.  Iachelli had served as our  President  and a director  from October 1,
     2001 and as  Secretary  from January 2003 until he was removed by the board
     of directors on Novermber 21, 2003.. We provided full disclosure  regarding
     his removal in our report on Form 8-K, as amended,

(3)  Includes  4,892,308  shares of common stock,  and 615,385  shares of common
     stock underlying one million shares of preferred stock, held in the name of
     Pergarex  of  which  Mr.  Visendi  is a  controlling  person.  Mr.  Visendi
     disclaims ownership of such shares.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     There have been no material  transactions in the past two years or proposed
transactions  to which  Prime has been or is proposed to be a party in which any
officer,  director,  nominee for officer or director, or security holder of more
than 5% of Prime's outstanding securities is involved.


ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits:

Exhibit Number      Document Description
--------------      --------------------

     2.1            Share  Purchase   Agreement,   dated   September  13,  2001,
                    incorporated by reference to the Company's Current Report on
                    Form 8-K filed with the Securities  and Exchange  Commission
                    on October 1, 2001.

     3.0            Corporate Charter of Dilegencia Technologies,  Inc. as filed
                    with the  Nevada  Secretary  of State on  December  1, 1998,
                    incorporated  by  reference  to the  Company's  Registration
                    Statement  on Form  10-SB  filed  with  the  Securities  and
                    Exchange Commission on April 4, 2000.

     3.1            Certificate  Amending Article of Incorporation of Dilegencia
                    Technologies, Inc. renaming it to MyTravelGuide.com, Inc. as
                    filed with the Nevada  Secretary  of State on  February  25,
                    2000,   incorporated   by   reference   to   the   Company's
                    Registration   Statement   on  Form  10-SB  filed  with  the
                    Securities and Exchange Commission on April 4, 2000.

     3.2            Bylaws of Dilegencia  Technologies,  Inc.,  incorporated  by
                    reference to the  Company's  Registration  Statement on Form
                    10-SB filed with the Securities  and Exchange  Commission on
                    April 4, 2000.

    21              Subsidiaries of the Company

    31              Certification pursuant to Section 302 of the Sarbanes
                    Oxley Act.

    32              Certification Pursuant to 18 U.S.C. Section 1350 as  adopted
                    Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

     (b) Reports on Form 8-K:

                    The  Company  filed a Form 8-K on April 3, 2003  relating to
                    change of in the Company's symbol to PHIV.OB from PHIL.OB.

                    The Company  filed a Form 8-K on September 25, 2003 relating
                    to change in auditors.

                    The Company filed a Form 8-K on December 1, 2003 relating to
                    the removal of Giovanni Iachelli on November 12, 2003 as an
                    officer and director of the Company.

                                       30
<PAGE>

                                   SIGNATURES

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

                                   PRIME HOLDINGS AND INVESTMENTS, INC.
                                   --------------------------------------
                                   (Registrant)

Date: 04/19/04                     By:  /s/ JOHN G. VISENDI
                                      -----------------------------------
                                      John G. Visendi
                                      President, Chief Executive Officer, Chief
                                      Financial Officer Treasurer and Director


     In  accordance  with the Exchange  Act,  this report has been signed by the
following  persons on behalf of the  registrant and in the capacities and on the
dates indicated.

Date: 04/19/04                     By:  /s/ JOHN G. VISENDI
                                      -----------------------------------
                                      John G. Visendi
                                      President, Chief Executive Officer, Chief
                                      Financial Officer Treasurer and Director

                                       31
<PAGE>