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 March 31, 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:  8,887,816  shares  outstanding as of May 24,
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 - March 31, 2004 and December
          31, 2003.

          Unaudited  Consolidated  Statement of Stockholders' Equity - March 31,
          2004.

          Unaudited  Consolidated  Statements  of Earnings - Three  Months Ended
          March 31, 2004 and 2003.

          Unaudited  Consolidated  Statements  of Cash Flow - three Months Ended
          March 31, 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)
                                                                       March 31,     December 31,
                                                                         2004           2003
                                                                       ---------     ------------
<S>                                                                     <C>             <C>
Assets
Current:
   Cash and Cash Equivalents                                            $    3          $    8
   Accounts Receivable, net of Allowance for Doubtful Accounts              71              73
   Inventory                                                             1,244           1,265
   Prepaid Expenses                                                        322             290
                                                                        ------          ------
                                                                         1,640           1,636

Property, Plant and Equipment, net of Allowance for Depreciation           341             355
Investments in Unconsolidated Subsidiary                                   361             361
Goodwill                                                                   106             106
Other Intangible Assets                                                     23              31
                                                                        ------          ------
                                                                           831             853
                                                                        ------          ------
                                                                        $2,471          $2,489
                                                                        ======          ======

Liabilities and Stockholders Equity
Current:
   Due to Affiliated Party                                              $  964          $  816
   Accounts Payable and Accrued Expenses                                   735             783
   Corporate Taxes Payable                                                   5              12
   Customer Deposits                                                       123             125
                                                                        ------          ------
                                                                         1,827           1,736

Reserve for Employee Termination Indemnities                                 2               2
Minority Interest                                                          163             166
                                                                        ------          ------
                                                                         1,992           1,904
Contingent Liabilities/Commitments
Stockholders Equity
   Capital Stock and Additional Paid-In Capital                          5,839           5,837
   Other Comprehensive Income                                              684             685
   Accumulated Deficit                                                  (6,044)         (5,937)
                                                                        ------          ------
                                                                           479             585
                                                                        ------          ------
                                                                        $2,471          $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 Three Months
  Ended March 31, 2004                                                      (107)                (1)        (108)
                                         -------          ------         -------             ------       ------

Balance, March 31, 2004 (Unaudited)        8,887          $5,839         $(6,044)            $  684       $  479
                                         =======          ======         =======             ======       ======
</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 March 31,
                                                     2004                2003
                                                    ------              ------
<S>                                                <C>                 <C>
Revenue                                                                $   74

Operating expenses:
   Administrative Expenses                         $   83                 243
   Depreciation and Amortization                       22                  11
   Stock Based Compensation                             2
                                                   ------              ------
     Total Operating Expenses                         107                 254
                                                   ------              ------

Operating Loss                                        107                 180

Other Income (Expense):
   Miscellaneous                                                            1
                                                   ------              ------
                                                                            1
                                                   ------              ------
Loss Before Minority Interest and
   Income Taxes                                       107                (179)
Income Taxes                                                                1
                                                   ------              ------

Loss Before Minority Interest                                             180
Minority Interest                                                           4
                                                   ------              ------

Net Loss for the Period                            $ (107)             $ (184)
                                                   ======              ======

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

Earnings (Loss) Per Share                          $(0.01)             $(0.02)
                                                   ======              ======
</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

(U.S. Dollars in thousand)
                                                    Three Months Ended March 31,
                                                         2004            2003
                                                       -------         -------
<S>                                                    <C>             <C>
Cash Flows From Operating Activities:
   Loss From Operating Activities                      $ (107)         $ (184)
   Items Not Requiring an Outlay of Funds:
     Amortization                                          22              11
     Minority Interest                                                      4
     Stock Based Compensation                               2
                                                       ------          ------
                                                          (83)           (169)
   Changes in Non-Cash Working Capital:
     Accounts Receivable                                    2             125
     Inventory                                             21
     Prepaid Expenses                                     (32)              2
     Accounts Payable and Accrued Liabilities             (48)             61
     Customer Deposits                                     (2)
     Corporate Taxes Payable                               (7)              6
                                                       ------          ------
                                                         (149)             25
                                                       ------          ------
 Cash Flows From Financing Activities:
   Advances from Related Parties                          148
   Decrease in Due to Minority Interest Shareholders       (3)
                                                       ------          ------
                                                          145
                                                       ------          ------
Cash Flows From Investing Activities:
   Purchase of Other Investments                                          (17)
   Purchase of Intangible Assets                                           (3)
                                                       ------          ------
                                                                          (20)
                                                                       ------

Effect of Exchange Rate Changes on Cash                    (1)              6
                                                       ------          ------
(Decrease) Increase in Cash                                (5)             11
Cash, Beginning of Period                                   8             108
                                                       ------          ------
Cash, End of Period                                    $    3          $  119
                                                       ======          ======
Supplemental Disclosures:
   Interest Paid                                       $    2          $   31
   Issuance of Common Stock for Services Rendered      $    2

</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 three months ended March 31, 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 Companys  financial
statements  included in its annual Form 10 KSB for the year ended  December  31,
2003.

Related Party Transactions

During the quarter ended March 31, 2004, the principal  stockholder advanced the
Company  $148,000  for  operating  expenditures.  The  total  amount  due to the
principal stockholder at March 31, 2004 is $964,000.

Stockholders Equity

During the first quarter  ending March 31, 2004, an adjustment  was rendered 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 33%.

     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 $74,000 as compared to revenues of  approximately  $74,000 for the
three months ended March 31, 2003.

     Operating  Expenses.  For the three months  ended March 31, 2004  operating
expenses  were  approximately  $107,000,  a decrease of $147,000 or 57.9%,  from
approximately  $254,000 for the same period in 2003.  This decrease in operating
expenses was primarily due to a reduction in fees for administrative expenses.

     Other Income  (Expenses).  For the three months ended March 31, 2004, Prime
reported no net miscellaneous  other expenses,  as compared to net miscellaneous
other expense of 1,000 for the three months ended March 31, 2003.

     Income  Taxes.  For the three months  ended March 31,  2004,  Prime did not
recognize any income taxes as it incurred a net loss for the period, as compared
to a  approximately  $1,000  income  taxes for the three  months ended March 31,
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.

     Minority Interest. For the three months ended March 31, 2004, Prime did not
recognize any minority  interest as compared to a approximately  $4,000 gain 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  $107,000  compared
with approximately  $184,000 net loss for the three months ended March 31, 2003.
For the three months ended March 31, 2004  earnings per share was  approximately
(0.01)  compared with an earnings of  approximately  $(0.02)for the three months
ended March 31, 2003.

                                       10
<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.

                                       11
<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/A                          January  16, 2004 A report on Form 8-K/A
                                        (item 5) removal of officer and director
                                        on November 21, 2003.

         8-K/A   March 26, 2004         A report on Form  8-K/A  (item 4) change
                                        of auditors on July 15, 2003.

                                       12
<PAGE>
                                   SIGNATURES

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

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

Date: 05/24/04                     By:  /s/ JOHN G. VISENDI
                                      -----------------------------------
                                      John G. Visendi
                                      President, Chief Executive Officer, Chief
                                      Financial Officer Treasurer and Director


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

Date: 05/24/04                     By:  /s/ JOHN G. VISENDI
                                      -----------------------------------
                                      John G. Visendi
                                      President, Chief Executive Officer, Chief
                                      Financial Officer Treasurer and Director

                                       13
<PAGE>