EXHIBIT 31

                        CERTIFICATION PURSUANT TO SECTION
                          302 OF THE SARBANES OXLEY ACT

John Visendi,
President,Chief Executive Officer and
Chief Financial Officer

I, John Visendi, certify that:

1.   I have  reviewed  this  Quarterly  Report on Form 10-QSB for Quarter  ended
     June 30, 2004 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 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.   I as the  registrant's  only officer is responsible  for  establishing  and
     maintaining  disclosure controls and procedures (as defined in Exchange Act
     Rules 13a-14 and 15d-14) for the registrant and have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to me by others within those
          entities,  particularly  during the period in which this annual report
          is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quartrly report (the "Evaluation Date"); and

     c)   presented  in  this  quarterly   report  my   conclusions   about  the
          effectiveness  of the disclosure  controls and procedures  based on my
          evaluation as of the Evaluation Date;

5.   I as the registrant's only officer have disclosed,  based on my most recent
     evaluation,  to the  registrant's  auditors  and  the  audit  committee  of
     registrant's  board of  directors  (or persons  performing  the  equivalent
     functions):

     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

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     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

6.   I as the  registrant's  only officer have indicated in this quartrly report
     whether  there were  significant  changes in internal  controls or in other
     factors that could significantly affect internal controls subsequent to the
     date of my most recent  evaluation,  including any corrective  actions with
     regard to significant deficiencies and material weaknesses.

Date:  August 19, 2004


/s/ John Visendi
-----------------------
John Visendi
President, Chief Executive Officer and
Chief Financial Officer