UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

[X]  QUARTERLY  REPORT  PURSUANT TO SECTION 13 OR 15(d)OF THE  SECURITIES ACT OF
     1934 For the quarterly period ended September 30, 2003

 OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF  THE SECURITIES  ACT OF
     1934 For the transition period from ___________to


                        Commission File Number: 000-30477
                                               -----------

                      PRIME HOLDINGS AND INVESTMENTS, INC.
                      -------------------------------------
             (Exact name of registrant as specified in its charter)

       Nevada                                                  88-0421215
      --------                                                 ------------
(State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                            Identification No.)


                   521 Fifth Avenue, Suite 1700, New York, NY
                   -------------------------------------------
          (Address, including zip code, of principal executive offices)

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

                           ---------------------------
                           (Former name of Registrant)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

Yes [X]  No [ ]  __


                      APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common equity, as of the latest practicable date:

Common stock, par value $0.0001:  8,351,300 shares outstanding as of January 15,
2004.

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

                                        1
<PAGE>

                      PRIME HOLDINGS AND INVESTMENTS, INC.

                                      INDEX

PART I. FINANCIAL INFORMATION

     Item 1. Financial Statements

          Unaudited  Consolidated  Balance  Sheets  -  September  30,  2003  and
          December 31, 2002.

          Unaudited  Consolidated  Statement of Stockholders' Equity - September
          30, 2003

          Unaudited  Consolidated  Statements  of Earnings - Three  Months Ended
          September  30, 2003 and 2002 and nine Months Ended  September 30, 2003
          and 2002.

          Unaudited  Consolidated  Statements  of Cash Flow - nine Months  Ended
          September 30, 2003 and 2002.

          Notes to Unaudited Consolidated Financial Statements.

     Item 2. Management's Discussion and Analysis or Plan of Operation


PART II.    OTHER INFORMATION

         Item 6.  Exhibits and Reports on Form 8-K


SIGNATURES


                                        2
<PAGE>

<TABLE>
<CAPTION>

                      PRIME HOLDINGS AND INVESTMENTS, INC.

                                   FORM 10-QSB

                               September 30, 2003

                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

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

                      Unaudited Consolidated Balance Sheets

(U.S. Dollars in thousands)                                         September 30,    December 31,
                                                                        2003            2002
                                                                    -------------    ------------
<S>                                                                    <C>             <C>
Assets
Current:
   Cash and Cash Equivalents                                           $  107          $  108
   Marketable Securities                                                   22
   Accounts Receivable, net of Allowance for Doubtful Accounts
      (2003-$18)(2002-$18)                                                769             983
   Inventory                                                            1,228           1,142
   Prepaid Expenses                                                         2               6
                                                                        2,128           2,239

Property, Plant and Equipment                                             588             600
Investments                                                               653             608
Other Investments                                                          88             100
Goodwill                                                                   49             100
Other intangible Assets                                                    71              75
                                                                       ----------------------
                                                                        1,449           1,483
                                                                       ----------------------
                                                                       $3,577          $3,722
                                                                       ======================
Liabilities and Stockholders' Equity
Current:
   Demand Loan                                                         $  602
   Accounts Payable and Accrued Expenses                                1,110          $  741
   Corporate Taxes Payable                                                 28              18
   Current Portion of Long Term Debt                                                       98
                                                                       ----------------------
                                                                        1,740             857
Due to Directors                                                                           22
Reserve for Employee Termination Indemnities                                2               2
Minority Interest                                                          85              80
Preferred Stock                                                            10              10
                                                                       ----------------------
                                                                        1,837             971
Contingent Liabilities/Commitments
Stockholders' Equity
   Capital Stock and Additional Paid-In Capital                         5,822           5,822
   Other Comprehensive Income                                             535             540
   Deficit                                                             (4,617)         (3,611)
                                                                       ----------------------
                                                                        1,740           2,751
                                                                       ----------------------
                                                                       $3,577          $3,722
                                                                       ======================

   The accompanying notes are an integral part of these financial statements.
</TABLE>
                                        3
<PAGE>

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


            Unaudited Consolidated Statement of Stockholders' Equity

(U.S. Dollars in thousands)                          Common Stock
                                                         and
                                            Common    Additional
                                            Stock      Paid-In       Accumulated     Comprehensive
                                            Shares     Capital         Deficit          Income        Total
                                          -----------------------------------------------------------------
<S>                                       <C>           <C>           <C>             <C>            <C>
Balance, December 31, 2000                   740        $4,623        $  (972)        $   (1)        $3,650

Net Loss for the Period                                    937           (266)          (243)           428
                                          -----------------------------------------------------------------
Balance, September 30,2001                   740         5,560         (1,238)          (244)         4,078

Increase in Paid-In Capital in
   S.I.T.I., S.P.A. Before Reverse
    Acquisition:

Reverse Acquisition Pre-Acquisition
   Shares of Prime Holdings and
   Investment, Inc.                        3,527            34                                           34
Issuance of Common Shares for
   Reverse Acquisition of S.I.T.I.,
   S.P.A. on September 13, 2001           50,000
Allocation to Issuance of Preferred
   Shares                                                  (10)                                         (10)
Less Exchange of S.I.T.I., S.P.A
   Shares                                   (740)
                                          -----------------------------------------------------------------
Balance After Reverse Acquisition         53,527          5,584        (1,238)          (244)         4,102

Net Loss for the Period                                                  (100)           253            153
                                          -----------------------------------------------------------------
Balance, December 31, 2001                53,527          5,584        (1,338)             9          4,255

Issuance of Common Shares for
   Services Rendered                         755             95                                          95
Increase in Paid-In Capital                                 143                                         143
Net Loss for the Period                                                (2,273)           531         (1,742)
                                          -----------------------------------------------------------------
Balance December 31, 2002                 54,282          5,822        (3,611)           540          2,751
Net Loss for the period                                                (1,006)            (5)        (1,011)
                                          -----------------------------------------------------------------

Balance, September 30,2003                54,282         $5,822       $(4,617)          $535         $1,740
                                          =================================================================

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

                                        4
<PAGE>

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

                  Unaudited Consolidated Statements of Earnings

(U.S. Dollars in thousands)                Three Months Ended September 30,    Nine Months Ended September 30,
                                           --------------------------------    -------------------------------
                                                 2003           2002                2003           2002
                                                 ----           ----                ----           ----
<S>                                          <C>              <C>                 <C>            <C>
Revenue                                                       $   246             $   229        $ 1,922

Operating expenses:
   Amortization                              $     4               36                  33            143
   Bank Charges and Interest                      55                8                 160            154
   Other Operating Expenses                      240                2                 481             81
   Outside Services                                               710                              2,023
   Purchases                                                       36                   6            337
   Rent                                           27               46                  90            115
   Salaries and Benefits                         326               62                 348            240
                                             -----------------------------------------------------------

Other Income (Expense):
   Interest Income                                (1)               2                                  6
   Miscellaneous                                 (19)             (19)               (116)           474
                                             -----------------------------------------------------------

Loss Before Minority Interest and
   Income Taxes                                 (672)            (671)             (1,005)          (691)
Income Taxes                                                        3                   1             11
                                             -----------------------------------------------------------

Loss Before Minority Interest                   (672)            (674)             (1,006)          (702)
Minority Interest                                                   5                                 23
                                             -----------------------------------------------------------

Net Earnings(Loss) for the Period            $  (672)         $  (679)            $ 1,006)       $  (725)
                                             ===========================================================

Weighted Average Common Shares
   Outstanding                                54,282           53,527              54,282         53,527
                                             -----------------------------------------------------------

Earnings (Loss) Per Share                    $(0.012)         $(0.013)            $(0.019)       $(0.014)
                                             ===========================================================


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

                                        5
<PAGE>

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


                 Unaudited Consolidated Statements of Cash Flows


                                                            Nine Months Ended
                                                         -----------------------
 (U.S. Dollars in thousand)                              September 30,  June 30,
                                                             2003         2002
                                                         -----------------------
Cash Flows From Operating Activities:
<S>                                                      <C>             <C>
   Loss From Operating Activities                        $(1,006)        $ (725)
   Items Not Requiring an Outlay of Funds:
     Amortization                                             33            143
     Minority Interest                                         5             23
                                                         ----------------------

   Changes in Non-Cash Working Capital:
     Accounts Receivable                                     214           (246)
     Inventory                                               (86)          (110)
     Net Construction Work in Progress                         4
     Prepaid Expenses                                                       600
     Accounts Payable and Accrued Liabilities                369          1,272
     Customer Deposits                                                     (467)
     Corporate Taxes Payable                                  10             60
     Reserve for Employee Termination Indemnities                            74
                                                         ----------------------
                                                            (457)          (445)
                                                         ----------------------
Cash Flows From Financing Activities:
   Proceeds (Repayment) of Long-Term Debt                    (98)           (23)
   Increase in Minority Interest                                             95
   Proceeds of Demand Loans                                  602            300
   Decrease in Due to Minority Interest Shareholders          22           (112)
                                                         ----------------------
                                                             482            260
                                                         ----------------------
Cash Flows From Investing Activities:
   Purchase Marketable Securities                             22
   Purchases of Capital Assets                               (26)           (16)
   Sale(Purchase)of Long-Term Investments                    (45)            41
   Sale of Other Investments                                  12            164
                                                         ----------------------
                                                              37            189

Effect of Exchange Rate Changes on Cash                       11             48
                                                         ----------------------
(Decrease)Increase in Cash                                    (1)            52
Cash, Beginning of Period                                    108            398
                                                         ----------------------
Cash, End of Period                                      $   107         $  450
                                                         ======================
Supplemental Disclosures:
   Interest Paid                                         $   160         $  154

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

                                        6
<PAGE>

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

              Notes to Unaudited Consolidated Financial Statements

Condensed Financial Statements

In the opinion of the Company,  the accompanying  unaudited  condensed financial
statements  include  all  adjustments   (consisting  only  of  normal  recurring
accruals)  which are  necessary for a fair  presentation  of the results for the
periods  presented.  Certain  information  and  footnote  disclosure,   normally
included in the  financial  statements  prepared in  accordance  with  generally
accepted accounting principles,  have been condensed and omitted. The results of
operations  for the nine months ended  September 30, 2003 are not  indicative of
the results of operations  for the year ended  December 31, 2003.  The condensed
financial  statements should be read in conjunction with the Company's financial
statements  included in its annual Form 10 KSB for the year ended  December  31,
2002.

                                        7
<PAGE>

ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
     OF OPERATION

FORWARD LOOKING STATEMENTS

     This Form  10-QSB  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-QSB 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-QSB, before making a decision to
invest in our common stock.

     The  following is a discussion  of our  financial  condition and results of
operations  as of the date of this Form  10-QSB.  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.

OVERVIEW

SUMMARY OF SIGNIFICANT  ACCOUNTING POLICIES REGARDING  ESTIMATES,  RELATED PARTY
TRANSACTIONS AND CONTINGENCIES:

Significant accounting 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

                                        8
<PAGE>

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 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.

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. Under the cost-to-cost method, the
percentage of completion is estimated by comparing  total costs incurred to date
to total costs expected for the entire  contract,  thus recognizing a percentage
of the contract revenue each year.

Income taxes:

     National  corporate  taxes  (IRPEG)  in Italy  are  levied  on book  income
adjusted for disallowable expenses at the rate of 35% in 2003 and 36% in 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.

Reserve for employee termination indemnities:

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

                                        9
<PAGE>

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 United States  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.

RESULTS OF OPERATIONS

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED  SEPTEMBER 30, 2003 AS COMPARED
TO THE THREE MONTHS ENDED SEPTEMBER 30, 2002.

     Revenues.  There were no revenues for the three months ended  September 30,
2003, a decrease of $229,000 as compared to revenues of  approximately  $229,000
for the three months ended September 30, 2002.

     Operating Expenses. For the three months ended September 30, 2003 operating
expenses  were  approximately  $652,000,  a decrease of $248,000 or 27.6%,  from
approximately  $900,000 for the same period in 2002.  This decrease in operating
expenses was  primarily  due to a reduction  in fees for outside  services and a
reduction in purchases.

     Other Income  (Expenses).  For the three months ended  September  30, 2003,
Prime reported net  miscellaneous  other expenses and interest of  approximately
$20,000,  as compared  to net  miscellaneous  other  expense of 19,000 and 2,000
interest income for the three months ended September 30, 2002.

     Income Taxes.  For the three months ended September 30, 2003, Prime did not
recognize any income taxes as it incurred a net loss for the period, as compared
to a approximately  $3,000 income taxes for the three months ended September 30,
2002.  Prime is subject to income taxes on an entity basis on income  arising in
or derived from the tax jurisdiction in which each entity is domiciled.

     Minority Interest. For the three months ended September 30, 2003, Prime did
not recognize any minority  interest as compared to a approximately  $5,000 gain
for the three months ended September 30, 2002.

     Net Income {Loss). As a consequence of the foregoing,  Prime has a net loss
for the three months ended September 30, 2003 of approximately $672,000 compared
with  approximately  $679,000 net loss for the three months ended  September 30,
2002.  For the three  months  ended  September  30, 2003  earnings per share was
approximately (0.012) compared with an earnings of approximately $(0.013)for the
three months ended September 30, 2002.

                                       10
<PAGE>

RESULTS OF OPERATIONS  FOR THE NINE MONTHS ENDED  SEPTEMBER 30, 2003 AS COMPARED
TO THE NINE MONTHS ENDED SEPTEMBER 30, 2002.

     Revenues.  For the nine months ended September 30, 2003 total revenues were
approximately  $229,000,  a decrease  of  $1,693,000  as compared to revenues of
approximately  $1,922,000  for the nine months ended  September 30, 2002. All of
these revenues were generated by subsidiary companies operating in Italy. During
the nine months ended September 30, 2003,  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 nine months ended September 30, 2003 operating
expenses were approximately  $1,347,000, a decrease of $1,355,000 or 43.8%, from
approximately $3,093,000 for the same period in 2002. This decrease in operating
expenses  was  primarily  due to a  reduction  in  fees  for  outside  services,
Amortization and a reduction in purchases.

     Other  Income  (Expenses).  For the nine months ended  September  30, 2003,
Prime reported net miscellaneous other expenses of approximately $116,000 and no
interest  income,  as  compared to net  474,000  miscellaneous  income and 6,000
interest income for the nine months ended September 30, 2002.

     Income  Taxes.  For  the  nine  months  ended  September  30,  2003,  Prime
recognized approximately $1,000 for income taxes, as compared to a approximately
$11,000  income taxes for the nine months  ended  September  30, 2002.  Prime is
subject to income taxes on an entity basis on income  arising in or derived from
the tax jurisdiction in which each entity is domiciled.

     Minority Interest.  For the nine months ended September 30, 2003, Prime did
not  recognize  any gains or losses  from a minority  interest  as compared to a
approximately $23,000 gain for the nine months ended September 30, 2002.

     Net Income {Loss). As a consequence of the foregoing,  Prime has a net loss
for the  nine  months  ended  September  30,  2003 of  approximately  $1,006,000
compared  with  approximately  $725,000  net  loss  for the  nine  months  ended
September  30, 2002.  For the nine months ended  September 30, 2003 earnings per
share was approximately (0.019) compared with ($0.014) for the nine months ended
September 30, 2002.

                                       11
<PAGE>

  ITEM 3.  CONTROLS AND PROCEDURES

     (A) DISCLOSURE  CONTROLS AND PROCEDURES.  Within 90 days before filing this
report,  the Company  evaluated the effectiveness of the design and operation of
its disclosure  controls and procedures.  The Company's  disclosure controls and
procedures are the controls and other procedures that it designed to ensure that
it records, processes, summarizes and reports in a timely manner the information
it must disclose in reports that it files with or submits to the  Securities and
Exchange  Commission.  John Visendi,  our Chief Executive  Officer and Treasurer
(Principal  Accounting  Officer) supervised and participated in this evaluation.
Based on this  evaluation,  Mr.  Visendi  concluded  that, as of the date of his
evaluation, the Company's disclosure controls and procedures were effective.

     (B) INTERNAL  CONTROLS.  Since the date of the evaluation  described above,
there have not been any significant changes in the Company's internal accounting
controls or in other factors that could significantly affect those controls.

                           PART II - OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS

     Prime is not a party to any material legal proceedings.

     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.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS BY THE COMPANY UPON ITS SENIOR SECURITIES

None.

                                       12
<PAGE>

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

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     a)   Exhibits

          31   Certification of Chief Executive  Officer and Treasurer  Pursuant
               to Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)

          32   Certification of Chief Executive  Officer and Treasurer  Pursuant
               to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)

     b) Reports on Form 8-K

     During and  subsequent to the three months ended  September  30, 2003,  the
Company filed the following reports on Form 8-K:

         Form    Filing Date            Event Reported
         ----    ----------------       ------------------
         8-K     September 25, 2003     A report on Form 8-K (item 4) change of
                                        auditors.

                                       13
<PAGE>