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 June 30, 2004

 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 August 19,
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 - June 30, 2004 and December 31,
          2003.

          Unaudited  Consolidated  Statement of Stockholders' Equity -  June 30,
          2004.

          Unaudited  Consolidated  Statements  of Earnings - Three  Months Ended
          June 30, 2004 and 2003 and Six Months Ended June 30, 2004 and 2003.

          Unaudited Consolidated Statements of Cash Flow - six Months Ended June
          30, 2004 and 2003.

          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>
ITEM 1. FINANCIAL INFORMATION
<TABLE>
<CAPTION>

                      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)
                                                                       June 30,    December 31,
                                                                         2004          2003
                                                                       --------    ------------
<S>                                                                    <C>           <C>
Assets
Current:
   Cash and Cash Equivalents                                           $   18        $    8
   Accounts Receivable, net of Allowance for Doubtful Accounts             93            73
   Inventory                                                            1,232         1,265
   Prepaid Expenses                                                       340           290
                                                                       ------        ------
                                                                        1,683         1,636

Property, Plant and Equipment                                             329           355
Investments                                                               361           361
Goodwill                                                                  106           106
Other intangible Assets                                                    22            31
                                                                       ------        ------
                                                                          818           853
                                                                       ------        ------
                                                                       $2,501        $2,489
                                                                       ======        ======


Liabilities and Stockholders' Equity
Current:
   Due to affiliated party                                             $1,175        $  816
   Accounts Payable and Accruals                                          765           783
   Corporate Taxes Payable                                                  4            12
   Customer deposits                                                      122           125
                                                                       ------        ------
                                                                        2,066         1,736

Reserve for Employee Termination Indemnities                                1             2
Minority Interest                                                         162           166
                                                                       ------        ------
                                                                        2,229         1,904
Contingent Liabilities/Commitments
Stockholders' Equity
   Capital Stock and Additional Paid-In Capital                         5,839         5,837
   Other Comprehensive Income                                             689           685
   Deficit                                                             (6,256)       (5,937)
                                                                       ------        ------
                                                                          272           585
                                                                       ------        ------
                                                                       $2,501        $2,489
                                                                       ======        ======
</TABLE>

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

                                        3
<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

                           (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

Adjustment of Common Shares
  Issued for Services Rendered
  @ $0.03                                     74               2                                           2

Net Loss for the Six Months
  Ended June 30, 2004                                                       (319)             4         (315)
                                         -------          ------         -------         ------       ------

Balance, June 30, 2004 (Unaudited)         8,887          $5,839         $(6,256)        $  689       $  272
                                         =======          ======         =======         ======       ======
</TABLE>

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

                                        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 June 30,      Six Months Ended June 30,
                                           ---------------------------      -------------------------
                                             2004               2003          2004              2003
                                           -------            -------       -------           -------
<S>                                        <C>                 <C>           <C>              <C>
Revenue                                                        $  155                         $   229

Operating expenses:
   Administrative Expenses                 $  191                  18        $  274               437
   Depreciation and Amortization               21                 194            43                29
   Stock Based Compensation                                                       2
                                           ------              ------        ------           -------
          Total Operating Expenses            212                 212           319               466
                                           ------              ------        ------           -------

   Operating Loss                                                 (57)                           (237)

Other Income (Expense):
   Interest Income                                                                                  1
   Miscellaneous                                                  (97)                            (97)
                                           ------              ------        ------           -------
          Total Other Income (Expense)                            (97)                            (96)

Loss Before Minority Interest and
   Income Taxes                               212                (154)         (319)             (333)
Income Taxes                                                                                        1
                                           ------              ------        ------           -------
Loss Before Minority Interest                 212                (154)         (319)             (334)
Minority Interest                                                  (4)
                                           ------              ------        ------           -------

Net Earnings(Loss) for the Period          $ (212)             $ (158)       $ (319)          $  (334)

Weighted Average Common Shares
   Outstanding                              8,887               8,351         8,887             8,351

Earnings (Loss) Per Share                  $(0.02)             $(0.02)       $(0.04)          $(0.04)

</TABLE>

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

                                        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



                                                            Six Months Ended
                                                        ----------------------
(U.S.                                                     Dollars  in  thousand)
                                                          June 30, June 30, 2004
                                                          2003
                                                        --------      --------
<S>                                                       <C>           <C>
Cash Flows From Operating Activities:
   Loss From Operating Activities                         $(319)        $(334)
   Items Not Requiring an Outlay of Funds:
     Amortization                                            43            29
     Stock based compensation                                               2
     Minority Interest                                       (4)            5
                                                          -----         -----
                                                           (278) (300)
Changes in Non-Cash Working Capital:
   Accounts Receivable                                      (20)          114
   Inventory                                                 33           (70)
   Prepaid Expenses                                         (50)
   Accounts Payable and Accrued Liabilities                 (18)           70
   Customer Deposits                                         (3)
   Corporate Taxes Payable                                   (8)            9
   Reserve for Employee Termination Indemnities             (21)
                                                          -----         -----
                                                           (365) (177)
                                                          -----         -----
Cash Flows From Financing Activities:
   Proceeds (Repayment) of Long-Term Debt                                 (98)
   Proceeds of Demand Loans                                 359           301
   Decrease in Due to Minority Interest Shareholders                      (22)
                                                          -----         -----
                                                            359           181
                                                          -----         -----
Cash Flows From Investing Activities:
   Purchase Marketable Securities                                          22
   Purchases of Capital Assets                               (8)          (19)
   Sale(Purchase)of Long-Term Investments                                 (37)
   Sale of Other Investments                                               29
                                                          -----         -----
                                                             (8)           (5)

Effect of Exchange Rate Changes on Cash                      24            (6)
                                                          -----         -----
Increase in Cash                                             10            (7)
Cash, Beginning of Period                                     8           108
                                                          -----         -----
Cash, End of Period                                       $  18         $ 101
                                                          =====         =====

</TABLE>

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

                                        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 six months  ended June 30,  2004 are not  indicative  of the
results of  operations  for the year ended  December  31,  2004.  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,
2003.

Related Party Transactions

During the six months ended June 30, 2004,  the principal  stockholder  advanced
the Company  $359,000 for  operating  expenditures.  The total amount due to the
principal stockholder at June 30, 2004 is $1,175,000.

Stockholders' Equity

During the first quarter  ending March 31, 2004, an adjustment  was recorded for
the issuance in 2003 of 74,000 shares to the Officer and Directors to compensate
for their services. The issuance was valued at $0.03 per share.

                                        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 MARCH 31, 2004 AS COMPARED TO
THE THREE MONTHS ENDED MARCH 31, 2003.

     Revenues. There were no revenues for the three months ended March 31, 2004,
a decrease of $155,000 as compared to revenues of approximately $155,000 for the
three months ended Narch 31, 2003.

     Operating  Expenses.  For the three months  ended March 31, 2004  operating
expenses were approximately $212,000,  which were approximately the same for the
same period in 2003.

     Other Income  (Expenses).  For the three months ended March 31, 2004, Prime
did not  recognize  any net  miscellaneous  other  expenses,  as compared to net
miscellaneous other expense of 97,000 for the three months ended March 31, 2003.

     Minority Interest. For the three months ended March 31, 2004, Prime did not
recognize any minority  interest as compared to a approximately  $4,000 loss for
the three months ended March 31, 2003.

     Net Income {Loss). As a consequence of the foregoing,  Prime has a net loss
for the three months  ended March 31, 2004 of  approximately  $212,000  compared
with approximately  $158,000 net loss for the three months ended March 31, 2003.
For the three months ended March 31, 2004  earnings per share was  approximately
(0.02)  compared with an earnings of  approximately  $(0.02)for the three months
ended March 31, 2003.

                                       10
<PAGE>

RESULTS OF OPERATIONS  FOR THE SIX MONTHS ENDED JUNE 30, 2003 AS COMPARED TO THE
SIX MONTHS ENDED JUNE 30, 2003.

     Revenues.  There were no revenues for the six months ended June 30, 2004, a
decrease of $155,000 as compared to revenues of  approximately  $155,000 for the
six  months  ended  June 30,  2003.  All of these  revenues  were  generated  by
subsidiary  companies  operating in Italy.  During the six months ended June 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 six  months  ended  June 30,  2004  operating
expenses  were  approximately  $319,000,  a decrease of $147,000 or 31.5%,  from
approximately  $466,000 for the same period in 2003.  This decrease in operating
expenses was primarily due to a reduction adminstrative expenses.

     Other Income (Expenses). For the six months ended March 31, 2004, Prime did
not recognize any net  miscellaneous  other expenses and no interest income,  as
compared to net 97,000 miscellaneous  expenses and 1,000 interest income for the
six months ended June 30, 2003.

     Income  Taxes.  For the six  months  ended  March 31,  2004,  Prime did not
recognize any income taxes, as compared to a  approximately  $1,000 income taxes
for the six months ended June 30,  2003.  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.

     Net Income {Loss). As a consequence of the foregoing,  Prime has a net loss
for the six months ended June 30, 2004 of approximately  $319,000  compared with
approximately  $334,000 net loss for the six months ended June 30, 2003. For the
six months  ended June 30,  2004  earnings  per share was  approximately  (0.04)
compared with ($0.04) for the six months ended June 30, 2003.

                                       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 June 30, 2004, the Company
did not file any reports on Form 8-K:

                                   SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.


                                             PRIME HOLDINGS AND iNVESTMENTS INC.
                                             ----------------------------------
                                                       (Registrant)



Date:  August 19, 2004                    By: /s/ JOHN VISENDI
                                              ----------------------------------
                                              John Visendi
                                              President, Chief Executive Officer
                                              and Chief Financial Officer


                                       13
<PAGE>