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

                                   FORM 10-QSB

[X]  QUARTERLY  REPORT  PURSUANT TO SECTION 13 OR 15(d)OF THE  SECURITIES ACT OF
     1934 For the quarterly period ended September 30, 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 November 22,
2004.

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

                                        1
<PAGE>

                      PRIME HOLDINGS AND INVESTMENTS, INC.

                                      INDEX

PART I. FINANCIAL INFORMATION

     Item 1. Financial Statements

          Unaudited  Consolidated  Balance  Sheets  -  September  30,  2004  and
          December 31, 2003.

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

          Unaudited  Consolidated  Statements  of Earnings - Three  Months Ended
          September  30, 2004 and 2003 and Nine Months Ended  September 30, 2004
          and 2003.

          Unaudited  Consolidated  Statements  of Cash Flow - nine Months  Ended
          September 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)                                       September 30,  December 31,
                                                                     2004            2003
                                                                  ---------------------------
<S>                                                                <C>             <C>
Assets
Current:
   Cash and Cash Equivalents                                       $   18          $    8
   Accounts Receivable, net of Allowance for Doubtful Accounts         88              73
   Inventory                                                        1,257           1,265
   Prepaid Expenses                                                   342             290
                                                                   ------          ------
                                                                    1,705           1,636

Property, Plant and Equipment                                         311             355
Investments                                                           361             361
Goodwill                                                              106             106
Other intangible Assets                                                32              31
                                                                   ------          ------
                                                                      810             853
                                                                   ------          ------
                                                                   $2,515           2,489
                                                                   ======          ======

Liabilities and Stockholders' Equity
Current:
   Due to affiliated party                                         $1,350          $  816
   Accounts Payable and Accruals                                      848             783
   Corporate Taxes Payable                                              3              12
   Customer deposits                                                  124             125
                                                                   ------          ------
                                                                    2,325           1,736

Reserve for Employee Termination Indemnities                            1               2
Minority Interest                                                     164             166
                                                                   ------          ------
                                                                    2,490           1,904
Contingent Liabilities/Commitments
Stockholders' Equity
   Capital Stock and Additional Paid-In Capital                     5,839           5,837
   Other Comprehensive Income                                         681             685
   Deficit                                                         (6,495)         (5,937)
                                                                   ------          ------
                                                                       25             585
                                                                   ------          ------
                                                                   $2,515          $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 Nine Months
  Ended September 30, 2004                                            (558)          4          (562)
                                         -------       ------      ------         ----        ------

Balance, September 30, 2004 (Unaudited)    8,887       $5,839      $(6,495)       $681        $   25
                                         =======       ======      =======        ====        ======
</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 September 30,   Nine Months Ended September 30,
                                          --------------------------------   -------------------------------
                                              2004              2003             2004             2003
                                             ------            ------           ------           ------
<S>                                         <C>               <C>              <C>             <C>
Revenue                                                                                        $   229

Operating expenses:
   Administrative Expenses                  $  207            $  648           $  499            1,085
   Depreciation and Amortization                33                 4               57               33
   Stock Based Compensation                                                         2
                                            ------            ------           ------          -------
          Total Operating Expenses             240               652              558            1,118
                                            ------            ------           ------          -------
   Operating Loss                             (240)             (652)            (558)            (889)

Other Income (Expense):
   Interest Income                                                (1)
   Miscellaneous                                                 (19)                             (116)
                                            ------            ------           ------          -------
          Total Other Income (Expense)                           (20)                             (116)

Loss Before Minority Interest and
   Income Taxes                               (240)             (672)            (558)          (1,005)
Income Taxes                                                                                        (1)
                                            ------            ------           ------          -------
Loss Before Minority Interest                 (240)             (672)            (558)          (1,006)
Minority Interest
                                            ------            ------           ------          -------

Net  Loss  for the Period                   $ (240)           $ (672)          $ (558)         $(1,006)
                                            ------            ------           ------          -------

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

 Loss Per Share                             $(0.03)           $(0.08)          $(0.06)         $ (0.12)
                                            ======            ======           ======          =======
</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


                                                           Nine Months Ended
                                                     ---------------------------
(U.S. Dollars in thousand)                           September 30, September 30,
                                                          2004          2003
                                                     ---------------------------
Cash Flows From Operating Activities:
<S>                                                      <C>         <C>
   Loss From Operating Activities                        $(558)      $(1,006)
   Items Not Requiring an Outlay of Funds:
     Amortization                                           43            33
     Stock based compensation                                2
     Minority Interest                                      (2)            5
                                                         -----       -------
                                                          (515)         (968)
Changes in Non-Cash Working Capital:
   Accounts Receivable                                     (15)          214
   Inventory                                                 8           (86)
   Net construction work in progress                                       4
   Prepaid Expenses                                        (52)
   Accounts Payable and Accrued Liabilities                 65           369
   Customer Deposits                                        (1)
   Corporate Taxes Payable                                  (9)           10
   Reserve for Employee Termination Indemnities             (1)
                                                         -----       -------
                                                          (520)         (457)
                                                         -----       -------
Cash Flows From Financing Activities:
   Proceeds (Repayment) of Long-Term Debt                                (98)
   Proceeds of Demand Loans                                534           602
   Decrease in Due to Minority Interest Shareholders                     (22)
                                                         -----       -------
                                                           534           482
                                                         -----       -------
Cash Flows From Investing Activities:
   Purchase Marketable Securities                                         22
   Purchases of Capital Assets                              (8)          (26)
   Sale(Purchase)of Long-Term Investments                                (45)
   Sale of Other Investments                                              12
                                                         -----       -------
                                                            (8)          (37)

Effect of Exchange Rate Changes on Cash                      4            11
                                                         -----       -------
Increase in Cash                                            10            (1)
Cash, Beginning of Period                                    8           108
                                                         -----       -------
Cash, End of Period                                      $  18       $   107
                                                         =====       =======
</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
                               September 30, 2004


Condensed Financial Statements

In the opinion of the Company,  the accompanying  unaudited  condensed financial
statements  include  all  adjustments   (consisting  only  of  normal  recurring
accruals)  which are  necessary for a fair  presentation  of the results for the
periods  presented.  Certain  information  and  footnote  disclosure,   normally
included in the  financial  statements  prepared in  accordance  with  generally
accepted accounting principles,  have been condensed and omitted. The results of
operations  for the nine months ended  September 30, 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 nine months ended  September  30,  2004,  the  principal  stockholder
advanced the Company $534,000 for operating  expenditures.  The total amount due
to the principal stockholder at September 30, 2004 is $1,350,000.

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.

COMPANY IN GOOD STANDING

The  Company  has been  notified  by the State of Nevada  that the Company is no
longer in good standing in said state.

                                       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
quarterly report on Form 10-QSB will, in fact, occur. Potential investors should
consider  carefully the previously stated factors,  as well as the more detailed
information contained elsewhere in this Form 10-QSB, before making a decision to
invest in our common stock.

     The  following is a discussion  of our  financial  condition and results of
operations  as of the date of this Form  10-QSB.  This  discussion  and analysis
should be read in conjunction with the accompanying audited Financial Statements
of Prime and  subsidiaries,  including  the Notes  thereto,  which are  included
elsewhere herein.

OVERVIEW

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

Significant accounting estimates:

     The  preparation  of the  Company's  consolidated  financial  statements in
conformity with generally accepted accounting  principles requires management to
make estimates and assumptions that affect the reported amounts of assets and

                                        8
<PAGE>

liabilities and disclosures of contingent  assets and liabilities at the date of
the  financial  statements  and the  reported  amounts of revenues  and expenses
during the reporting period. Actual results could differ from those estimates.

Inventory:

     Inventory is recorded at the lower of cost and net realizable  value.  Cost
is  established  on a LIFO  basis.  No  reserve  for  obsolete  and  slow-moving
inventories is deemed necessary.

Investments:

     Investments are shown at the lower of cost or fair market value.

Revenue recognition:

     TELECOMMUNICATION PRODUCTS AND SERVICES:

     Revenue is recorded net of trade  discounts and allowances upon shipment of
products  or  rendering  of  services  and  when  all  significant   contractual
obligations have been satisfied and collection is reasonably assured.

     CONSTRUCTION ACTIVITIES:

     Construction  contracts  range up to 8 years in  length  and  revenues  are
recognized using the  percentage-of-completion  method. Percentage of completion
is calculated using the cost-to-cost  method. Under the cost-to-cost method, the
percentage of completion is estimated by comparing  total costs incurred to date
to total costs expected for the entire  contract,  thus recognizing a percentage
of the contract revenue each year.

Income taxes:

     National  corporate  taxes  (IRPEG)  in Italy  are  levied  on book  income
adjusted for disallowable expenses at the rate of 35% in 2003 and 36% in 2002.

     In addition,  a regional tax on value produced (IRAP) is levied at the rate
of  4.25%.  In  accordance  with  the  principles  established  by  the  Italian
accounting  profession,  this tax is classified  with income taxes,  even though
certain  significant  costs and  expenses  (e.g.  personnel  costs and  interest
expense)  are not  deductible  in the  determination  of the  related  IRAP  tax
liability.

Reserve for employee termination indemnities:

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

                                        9
<PAGE>

Translation of foreign currencies:

     The  functional  currency of the Company is the United States  dollar.  The
financial  statements of the Company's  operations whose functional  currency is
other than the United States dollar are translated from such functional currency
to United States  dollars using the current rate method.  Under the current rate
method, assets and liabilities are translated at the exchange rates in effect at
the balance  sheet date.  Revenues and expenses,  including  gains and losses on
foreign exchange  transactions,  are translated at average rates for the period.
Where the current rate method is used, the unrealized  translation gains will be
accumulated  in  other  comprehensive  income  under  the  shareholders'  equity
section.

RESULTS OF OPERATIONS

          RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2004 AS
          COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 2003.

     Revenues.  There were no revenues for the three months ended  September 30,
2004, as was for the three months ended September 30, 2003.

     Operating Expenses. For the three months ended September 30, 2004 operating
expenses were  approximately  $240,000,  a decrease of $412,000,  as compared to
operating expenses of $652,000 for the same period in 2003.

     Other Income  (Expenses).  For the three months ended  September  30, 2004,
Prime did not recognize any net miscellaneous other expenses, as compared to net
miscellaneous  other expense of 19,000 for the three months ended  September 30,
2003.

     Net Income {Loss). As a consequence of the foregoing,  Prime has a net loss
for the three months ended September 30, 2004 of approximately $240,000 compared
with  approximately  $672,000 net loss for the three months ended  September 30,
2003.  For the three  months  ended  September  30, 2004  earnings per share was
approximately  (0.03) compared with an earnings of approximately  $(0.08)for the
three months ended September 30, 2003.

                                       10
<PAGE>

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

     Revenues.  There were no revenues for the nine months ended  September  30,
2004, a decrease of $229,000 as compared to revenues of  approximately  $229,000
for the nine  months  ended  September  30,  2003.  All of these  revenues  were
generated by  subsidiary  companies  operating in Italy.  During the nine months
ended  September 30, 2003,  revenues were  primarily  generated by Kelti SpA for
telecommunications  services  and  by  consulting  fees  generated  directly  by
S.I.T.I.

     Operating Expenses.  For the nine months ended September 30, 2004 operating
expenses  were  approximately  $558,000,  a decrease of  $560,000  or 50%,  from
approximately  $1118,000 for the same period in 2003. This decrease in operating
expenses was primarily due to a reduction adminstrative expenses.

     Other  Income  (Expenses).  For the nine months ended  September  30, 2004,
interest expenses were 1,000 and miscellaneous  expenses were 19,000 as compared
to net 116,000  miscellaneous  expenses for the nine months ended  September 30,
2003.

     Income Taxes.  For the nine months ended September 30, 2004,  Prime did not
recognize any income taxes, as compared to a  approximately  $1,000 income taxes
for the nine months ended  September 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 nine months ended September 30, 2004 of approximately  $558,000 compared
with approximately  $31,006,000 net loss for the nine months ended September 30,
2003.  For the nine  months  ended  September  30, 2004  earnings  per share was
approximately  (0.06)  compared with ($0.12) for the nine months ended September
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  September  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:  November 22, 2004                   By: /s/ JOHN VISENDI
                                              ----------------------------------
                                              John Visendi
                                              President, Chief Executive Officer
                                              and Chief Financial Officer


                                       13
<PAGE>