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, 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
October 2, 2003.

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, 2003 and December 31,
          2002.

          Unaudited  Consolidated  Statements  of Earnings - Three  Months Ended
          June 30, 2003 and 2002 and Six Months Ended June 30, 2003 and 2002.

          Unaudited Consolidated Statements of Cash Flow - Six Months Ended June
          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>

                      PRIME HOLDINGS AND INVESTMENTS, INC.

                                   FORM 10-QSB

                                  June 30, 2003

                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

     See financial statements beginning on page F-1.

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

                                        3
<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.

                                        4
<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 JUNE 30, 2003 AS COMPARED TO
THE THREE MONTHS ENDED JUNE 30, 2002.

     Revenues.  For the three  months  ended June 30, 2003 total  revenues  were
approximately  $155,000,  a decrease  of  $1,103,000  as compared to revenues of
approximately  $1,258,000 for the three months ended June 30, 2002. All of these
revenues were generated by subsidiary  companies  operating in Italy. During the
three 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 three  months  ended June 30, 2003  operating
expenses were  approximately  $212,000,  a decrease of $1,139,000 or 84.3%, from
approximately $1,351,000 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 June 30, 2002,  Prime
reported  net  miscellaneous  other  expenses  of  approximately  $97,000 and no
interest  income,  as compared to net  380,000  miscellaneous  income and $4,000
interest income for the three months ended June 30, 2002.

     Income  Taxes.  For the three  months  ended June 30,  2002,  Prime did not
recognize any income taxes as it incurred a net loss for the period, as compared
to a approximately $6,000 income taxes for the three months ended June 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  June  30,  2002,  Prime
recognize  approximately  $4,000 loss from a minority  interest as compared to a
approximately $17,000 gain for the three months ended June 30, 2002.

     Net Income {Loss). As a consequence of the foregoing,  Prime has a net loss
for the three months ended June 30, 2003 of approximately $158,000 compared with
approximately  $268,000 net profit for the three months ended June 30, 2002. For
the three  months  ended  June 30,  2003  earnings  per share was  approximately
($0.003) compared with an earnings of approximately  $0.005 for the three months
ended June 30, 2002.

                                        5
<PAGE>

RESULTS OF OPERATIONS  FOR THE SIX MONTHS ENDED JUNE 30, 2003 AS COMPARED TO THE
SIX MONTHS ENDED JUNE 30, 2002.

     Revenues.  For the six months  ended  June 30,  2003  total  revenues  were
approximately  $229,000,  a decrease  of  $1,447,000  as compared to revenues of
approximately  $1,676,000  for the six months ended June 30, 2002.  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,  2003  operating
expenses were  approximately  $466,000,  a decrease of $1,738,000 or 79.3%, from
approximately $2,193,000 for the same period in 2002. This decrease in operating
expenses was primarily due to a reduction in fees for outside services, Salaries
and Benefits and a reduction in purchases.

     Other Income  (Expenses).  For the six months  ended June 30,  2002,  Prime
reported net  miscellaneous  other expenses of approximately  $97,000 and $1,000
interest  income,  as compared to net $493,000  miscellaneous  income and $4,000
interest income for the six months ended June 30, 2002.

     Income  Taxes.  For the six months  ended June 30, 2002,  Prime  recognized
approximately  $1,000 for income taxes,  as compared to a  approximately  $8,000
income taxes for the six months ended June 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 xix months ended June 30, 2002,  Prime did not
recognize  any  gains or  losses  from a  minority  interest  as  compared  to a
approximately $18,000 gain for the six months ended June 30, 2002.

     Net Income {Loss). As a consequence of the foregoing,  Prime has a net loss
for the six months ended June 30, 2003 of approximately  $334,000  compared with
approximately  $46,000 net loss for the six months ended June 30, 2002.  For the
six months  ended June 30, 2003  earnings per share was  approximately  ($0.006)
compared with ($0.001) for the six months ended June 30, 2002.

LIQUIDITY AND CAPITAL RESOURCES

     At  June  30,  2003,   Prime  had  net  working  capital  of  approximately
$1,071,000.  Approximately  $869,000 of our current  assets  consist of accounts
receivable  primarily  from  customers of Kelti net of  allowances  for doubtful
accounts.  Approximately  $1,212,000 of our current assets consist of inventory.
Going  forward,  we expect our  primary  sources  of working  capital to be debt
and/or equity financing.

     For the three  months  ended June 30,  2003,  net cash used from  operating
activities of Prime and its subsidiaries  was  approximately  $300,000  compared
with net cash  provided by operating  activities of $78,000 for the three months
ended June 30, 2003.

                                        6
<PAGE>

     We issued no new  shares of stock  during the three  months  ended June 30,
2003, we raised additional capital from proceeds of demand loans of $301,000 for
the three months ended June 30, 2003 and $600,000  during the three months ended
June 30,  2003.  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 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 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.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS BY THE COMPANY UPON ITS SENIOR SECURITIES

None.

                                        7
<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

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

     99.2 Certification  of President and  Secretary  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 six months ended June 30, 2003,  the Company
filed the following reports on Form 8-K:

          Form    Filing Date          Event Reported
          ----    ----------------     -------------------
          8-K                          April 2,  2003 A report on Form 8-K (item
                                       5), which announced a  restructuring  and
                                       symbol change to PHIV.OB from PHIL.

                                        7
<PAGE>
<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,
                                                          2003 2002

<S>                                                     <C>          <C>
Assets
Current:
   Cash and Cash Equivalents                            $   101      $   108
   Marketable Securities                                     22
   Accounts Receivable, net of Allowance for
     Doubtful Accounts (2003-$18)(2002-$18)                 869          983
   Inventory                                              1,212        1,142
   Prepaid Expenses                                           6            6
                                                        ------------------------
                                                          2,210        2,239

Property, Plant and Equipment                               619          600
Investments                                                 645          608
Other Investments                                            71          100
Goodwill                                                     49          100
Other intangible Assets                                      73           75
                                                        ------------------------
                                                          1,457        1,483
                                                        ------------------------
                                                         $3,667       $3,722
                                                        ========================

Liabilities and Stockholders' Equity
Current:
   Demand Loan                                          $   301
   Accounts Payable and Accruals                            811         $741
   Corporate Taxes Payable                                   27           18
   Current Portion of Long Term Debt                                      98
                                                        ------------------------
                                                          1,139          857

Due to Directors                                                          22
Reserve for Employee Termination Indemnities                  2            2
Minority Interest                                            85           80
Preferred Stock                                              10           10
                                                        ------------------------
                                                          1,226          971
Contingent Liabilities/Commitments
Stockholders' Equity
   Capital Stock and Additional Paid-In Capital           5,822        5,822
   Other Comprehensive Income                               564          540
   Deficit                                               (3,945)      (3,611)
                                                        ------------------------
                                                          2,441        2,751
                                                        ------------------------
                                                         $3,667       $3,722
                                                        ========================

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

                                        8
<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       Inncome        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, June 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                                             (334)           24         (310)
                                         ----------------------------------------------------------

Balance, June 30, 2003                  $54,282      $5,822      $(3,945)         $564       $2,441
                                         ==========================================================

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

                                        9
<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,
                                           ---------------------------   -------------------------
                                               2003          2002           2003         2002
                                               ----          ----           ----         ----
<S>                                         <C>           <C>            <C>          <C>

Revenue                                     $   155       $ 1,258        $   229      $ 1,676

Operating expenses:
   Amortization                                  18            77             29          107
   Bank Charges and Interest                     50           129            105          146
   Other Operating Expenses                      95            19            241           79
   Outside Services                                           743                       1,313
   Purchases                                      6           260              6          301
   Rent                                          32            43             63           69
   Salaries and Benefits                         11            80             22          178
                                           -------------------------------------------------------

Other Income (Expense):
   Interest Income                                              4              1            4
   Miscellaneous                                (97)          380            (97)         493
                                           -------------------------------------------------------

Loss Before Minority Interest and
   Income Taxes                                (154)          291           (333)         (20)
Income Taxes                                                    6              1            8
                                           -------------------------------------------------------

Loss Before Minority Interest                  (154)          285           (334)         (28)
Minority Interest                                (4)           17                          18
                                           -------------------------------------------------------

Net Earnings(Loss) for the Period           $  (158)      $   268        $  (334)     $   (46)
                                           =======================================================

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

Earnings (Loss) Per Share                   $(0.003)      $ 0.005        $(0.006)     $(0.001)
                                           =======================================================

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

                                       10
<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, 2003 2002
                                                            --------    --------
<S>                                                          <C>         <C>

Cash Flows From Operating Activities:
   Loss From Operating Activities                            $(334)      $ (47)
   Items Not Requiring an Outlay of Funds:
     Amortization                                               29         107
     Minority Interest                                           5          18
                                                            --------------------

   Changes in Non-Cash Working Capital:
     Accounts Receivable                                       114      (2,691)
     Inventory                                                 (70)        (71)
     Net Construction Work in Progress                                     (36)
     Prepaid Expenses                                                      580
     Accounts Payable and Accrued Liabilities                   70       2,059
     Customer Deposits                                                    (454)
     Corporate Taxes Payable                                     9          40
     Reserve for Employee Termination Indemnities                          (67)
                                                            --------------------
                                                              (177) (562)
                                                            --------------------
Cash Flows From Financing Activities:
   Proceeds (Repayment) of Long-Term Debt                      (98)        (22)
   Increase in Minority Interest                                           110
   Proceeds of Demand Loans                                    301         600
   Decrease in Due to Minority Interest Shareholders           (22)       (109)
                                                            --------------------
                                                               181         579
                                                            --------------------
Cash Flows From Investing Activities:
   Purchase Marketable Securities                               22
   Purchases of Capital Assets                                 (19)        (15)
   Sale(Purchase)of Long-Term Investments                      (37)         40
   Sale of Other Investments                                    29         119
                                                            --------------------
                                                                (5) 144

Effect of Exchange Rate Changes on Cash                         (6)        101
                                                            --------------------
Increase in Cash                                                (7)        262
Cash, Beginning of Period                                      108         398
                                                            --------------------
Cash, End of Period                                          $ 101       $ 660
                                                            ====================
Supplemental Disclosures:
   Interest Paid                                              $105       $ 147

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

                                       11
<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,  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.

                                   SIGNATURES

     Pursuant to the  requirements  of the  Securities and Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                     PRIME HOLDINGS AND INVESTMENTS, INC.

                                     By: /s/ Giovanni Iachelli
                                         ---------------------
                                         Giovanni Iachelli
                                         President, Secretary and Director


                                     By: /s/ John Visendi
                                         ----------------
                                         John Visendi
                                         Chief Executive Officer, Treasurer and
                                         Director (Principal Accounting Officer)

Date: October 2, 2003

                                       12
<PAGE>
                                 CERTIFICATION

     I,  Giovanni  Iachelli,  President  and  Secretary of the  Company,  hereby
certify, that:

1.   I have reviewed this quarterly  report on Form 10-QSB of Prime Holdings and
     Investments, Inc.;

2.   based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary in
     order to make the  statements  made,  in light of the  circumstances  under
     which such  statements were made, not misleading with respect to the period
     covered by this quarterly report;

3.   based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining  "disclosure  controls and procedures" for the
     registrant and have:

     a.   have designed such  disclosure  controls and procedures to ensure that
          material  information is made known to them,  particularly  during the
          period in which the periodic report is being prepared;

     b.   have  evaluated  the  effectiveness  of  the  registrant's  disclosure
          controls  and  procedures  as of a date  within  90 days  prior to the
          filing date of the report; and

     c.   have presented in the report their conclusions about the effectiveness
          of the  disclosure  controls  and  procedures  based  on the  required
          evaluation  as of the  date;

5.   The  registrant's  other  certifying  officer and I have  disclosed  to the
     registrant's auditors and to the board of directors:

     a.   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b.   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

                                       13
<PAGE>

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls subsequent to the date of our evaluation, including any corrective
     actions with regard to significant deficiencies and material weaknesses.

/s/ Giovanni Iachelli
---------------------
Giovanni Iachelli
President and Secretary

October 2, 2003

                                       14
<PAGE>

                                  CERTIFICATION

     I, John Visendi, Chief Executive Officer, Treasurer and Director (Principal
Accounting Officer) of the Company, hereby certify, that:

1.   I have reviewed this quarterly  report on Form 10-QSB of Prime Holdings and
     Investments, Inc.;

2.   based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary in
     order to make the  statements  made,  in light of the  circumstances  under
     which such  statements were made, not misleading with respect to the period
     covered by this quarterly report;

3.   based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining  "disclosure  controls and procedures" for the
     registrant and have:

     a.   have designed such  disclosure  controls and procedures to ensure that
          material  information is made known to them,  particularly  during the
          period in which the periodic report is being prepared;

     b.   have  evaluated  the  effectiveness  of  the  registrant's  disclosure
          controls  and  procedures  as of a date  within  90 days  prior to the
          filing date of the report; and

     c.   have presented in the report their conclusions about the effectiveness
          of the  disclosure  controls  and  procedures  based  on the  required
          evaluation as of the date;

5.   The  registrant's  other  certifying  officer and I have  disclosed  to the
     registrant's auditors and to the board of directors:

     a.   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b.   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

                                       15
<PAGE>

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls subsequent to the date of our evaluation, including any corrective
     actions with regard to significant deficiencies and material weaknesses.

/s/ John Visendi
----------------
John Visendi
Chief Executive Officer and Treasurer

October 2, 2003

                                       16
<PAGE>