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, 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)

                             MyTravelGuide.com, Inc.
                           (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 May 15,
2003.


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



<PAGE>


                      PRIME HOLDINGS AND INVESTMENTS, INC.

                                   FORM 10-QSB

                                 March 31, 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
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.

                                       2
<PAGE>


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.

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.

                                       3
<PAGE>


RESULTS OF OPERATIONS

RESULTS OF  OPERATIONS  FOR THE THREE MONTHS ENDED MARCH 31, 2003 AS COMPARED TO
THE THREE MONTHS ENDED MARCH 31, 2002.

         Total  revenues  for  the  three  months  ended  March  31,  2003  were
approximately  $74,000,  an  increase  of $68,000 as  compared  to  revenues  of
approximately $6,000 for the three months ended March 31, 2002. All the of these
revenues  were  generated by  subsidiary  companies  operating in Italy.  During
fiscal   2002,   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  March 31,  2003 were
approximately  $254,000,  an  increase of $35,000 or 16.0%,  from  approximately
$219,000 for the same period in 2002.  This  increase in operating  expenses was
primarily due to fees for outside services.

         During the three  months ended March 31,  2002,  Prime  reported a loss
from discontinued  operations of approximately  $187,000. This resulted from the
discontinuation  of activities  of its  subsidiaries  in the  telecommunications
industry.  Prime  reported no such loss during the three  months ended March 31,
2003.

         As a consequence of the  foregoing,  Prime's net loss decreased for the
three  months  ended  March 31, 2003 to  approximately  $184,000  compared  with
approximately $314,000 for the three months ended March 31, 2002.

LIQUIDITY AND CAPITAL RESOURCES

         At  March  31,  2003,   Prime  had  working  capital  of  approximately
$1,240,000.  Approximately  $886,000 of our current  assets  consist of accounts
receivable  primarily  from  customers of Kelti net of  allowances  for doubtful
accounts.  Approximately  1,186,000 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  March 31,  2003,  net cash  provided  by
operating  activities to Prime and its  subsidiaries was  approximately  $25,000
compared  with net cash used from in  operating  activities  of $35,000  for the
three months ended March 31, 2002. During the three months ended March 31, 2003,
cash flows from investing  activities were approximately  $20,000 and there were
no cash flows from financing activities.

         We issued no new shares of stock  during the three  months  ended March
31, 2003, nor did we otherwise raise additional  capital.  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

                                       4
<PAGE>


Exchange  Commission.  John Visendi,  our Chief Executive  Officer and Treasurer
(Principal  Accounting  Officer) and Giovanni Iachelli,  the Company's President
and Secretary,  supervised and  participated in this  evaluation.  Based on this
evaluation, Messrs. Visendi and Iachelli concluded that, as of the date of their
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.

ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5.     OTHER INFORMATION

         As of February 12, 2003, Prime entered into a Business Identity
Agreement with Prime Office Centers pursuant to which it is allowed the use of
space and office facilities at its new US headquarters at 521 5th Avenue, New
York, NY 10175. Prime is to pay $175.00 per month in rent for the use of these
facilities.

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

         None.





                                       5
<PAGE>








                      PRIME HOLDINGS AND INVESTMENTS INC.


                       Consolidated Financial Statements
                                  (Unaudited)
                            March 31, 2003 and 2002
                          (U.S. Dollars in thousands)









                                      F-1
<PAGE>


PRIME HOLDINGS AND INVESTMENTS INC.                                     CONTENTS
CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2003 and 2002
(U.S. Dollars in thousand)
================================================================================






      INDEPENDENT ACCOUNTANTS' REPORT


      CONSOLIDATED BALANCE SHEETS                                STATEMENT 1


      CONSOLIDATED STATEMENTS OF EARNINGS                        STATEMENT 2


      CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY            STATEMENT 3


      CONSOLIDATED STATEMENTS OF CASH FLOWS                      STATEMENT 4


      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS










                                      F-2
<PAGE>



                                [GRAPHIC OMITTED]

                           EVANCIC PERRAULT ROBERTSON
                          CERTIFIED GENERAL ACCOUNTANTS


INDEPENDENT ACCOUNTANTS' REPORT






To the Board of Directors and Stockholders
Prime Holdings and Investments Inc.

We have reviewed the accompanying  consolidated  balance sheet of Prime Holdings
and  Investments  Inc.  as at March  31,  2003  and  2002  and the  consolidated
statements of earnings, stockholders' equity and cash flows for the three months
ended March 31, 2003 and 2002. These consolidated  financial  statements are the
responsibility of Prime Holdings and Investments, Inc.'s management.

We conducted our review in accordance with standards established by the Americal
Institute of Certified  Public  Accoutants.  A review of consolidated  financial
statements consists  principally of applying analytical  procedures to financial
data and making  inquiries of persons  responsbile  for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with  generally  accepted  auditing  standards,  the  objective  of which is the
expression of an opinion  regarding the financial  statements  taken as a whole.
Accordingly, no such opinion is expressed.

Based on our review, we are not aware of any material  modifications that should
be made to the accompanying interim  consolidated  financial statements for them
to be in conformity with generally accepted accounting principles established by
the American Institute of Certified Public Accountants.


/s/ EVANCIC PERRAULT ROBERTSON
------------------------------
CERTIFIED GENERAL ACCOUNTANTS


North Vancouver, B.C.
May 15, 2003



            #102 - 1975 Lonsdale Avenue, North Vancouver, BC V7M 2K3
                   Telephone (604) 987-8101 Fax (604) 987-7194
                   Website: http//epr.ca Email: eprnv@istar.ca
                              Office Across Canada
                           Affiliates Around the World




                                      F-3
<PAGE>



PRIME HOLDINGS AND INVESTMENTS INC.                                  STATEMENT 1
CONSOLIDATED BALANCE SHEETS
March 31, 2003 and 2002
(U.S. Dollars in thousands)
================================================================================
<TABLE>
<CAPTION>
                                                              MARCH 31, 2003    MARCH 31, 2002
----------------------------------------------------------------------------------------------
<S>                                                               <C>              <C>
ASSETS
Current:
    Cash and cash equivalents                                     $      119        $      435
    Accounts receivable, net of allowance for doubtful
      accounts (2003 - $20) (2002 - $108)                                886             5,535
    Inventory                                                          1,186             2,077
    Prepaid expenses                                                       5               633
----------------------------------------------------------------------------------------------

    Total current assets                                               2,196             8,680

Property, plant and equipment                                            616               789
Investments at cost                                                      631               714
Other investments                                                        121                31
Goodwill                                                                 103             1,854
Other intangible assets                                                   76               105
----------------------------------------------------------------------------------------------

TOTAL ASSETS                                                      $    3,743        $   12,173
==============================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
    Demand loan                                                   $     --          $    2,427
    Accounts payable and accruals                                        830             4,183
    Customer deposits                                                   --                 288
    Corporate taxes payable                                               25               337
    Current portion of long term debt                                    101               122
----------------------------------------------------------------------------------------------

    Total current liabilities                                            956             7,357

Due to affiliated parties                                               --                 101
Due to directors                                                          22              --
Long-term debt                                                          --                  58
Due to minority stockholders                                            --                 105
Reserve for employee termination indemnities                               2               199
Minority interest                                                         87               522
Preferred stocks                                                          10                10
----------------------------------------------------------------------------------------------

Total liabilities                                                      1,077             8,352
----------------------------------------------------------------------------------------------


Stockholders' equity
    Capital stock and additional paid-in capital - note 10             5,822             5,584
    Deficit                                                           (3,795)           (1,651)
    Other comprehensive income                                           639              (112)
----------------------------------------------------------------------------------------------

    Total stockholders' equity                                         2,666             3,821
----------------------------------------------------------------------------------------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                        $    3,743        $   12,173
==============================================================================================
</TABLE>

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

                                      F-4
<PAGE>


PRIME HOLDINGS AND INVESTMENTS INC.                                  STATEMENT 2
CONSOLIDATED STATEMENTS OF EARNINGS
For the three months ended March 31, 2003 and 2002
(U.S. Dollars in thousands except loss per share)
================================================================================
<TABLE>
<CAPTION>
                                                                    MARCH 31, 2003   MARCH 31, 2002
----------------------------------------------------------------------------------------------------
<S>                                                                  <C>              <C>
REVENUE
    Sales                                                            $          74    $           6
----------------------------------------------------------------------------------------------------
OPERATING EXPENSES
    Amortization                                                                11               11
    Bank charges and interest                                                 --                  1
    Other operating expenses                                                     7               87
    Outside services                                                           146              100
    Professional fees                                                           22             --
    Purchases                                                                   10                1
    Rent                                                                        31               19
    Salaries and benefits                                                       11             --
    Travel                                                                      16             --
----------------------------------------------------------------------------------------------------

                                                                               254              219
----------------------------------------------------------------------------------------------------

OPERATING LOSS                                                                (180)            (213)

OTHER INCOME

    Miscellaneous                                                                1               90
----------------------------------------------------------------------------------------------------

                                                                              (179)            (123)
DISCONTINUED OPERATIONS
    Loss from discontinued operations, net of income taxes - (nil)            --                187
----------------------------------------------------------------------------------------------------

LOSS BEFORE INCOME TAXES AND MINORITY INTEREST                                (179)            (310)

INCOME TAXES                                                                     1                2
----------------------------------------------------------------------------------------------------

LOSS BEFORE MINORITY INTEREST                                                 (180)            (312)

MINORITY INTEREST                                                                4                2
----------------------------------------------------------------------------------------------------

NET LOSS FOR THE PERIOD                                              $        (184)   $        (314)
====================================================================================================

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING                                   8,351            8,351
====================================================================================================

LOSS PER SHARE                                                       $      (0.022)   $      (0.038)
====================================================================================================
</TABLE>





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

                                      F-5
<PAGE>


PRIME HOLDINGS AND INVESTMENTS INC.                                  STATEMENT 3
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
For the three months ended March 31, 2003 and 2002
(U.S. Dollars in thousands)
================================================================================
<TABLE>
<CAPTION>
                                                  COMMON STOCK
                                    COMMON STOCK       AND                           OTHER
                                       NUMBER       ADDITIONAL      ACCUMULATED   COMPREHENSIVE
                                       (000)      PAID-IN CAPITAL      DEFICIT       INCOME        TOTAL
--------------------------------------------------------------------------------------------------------
<S>                                     <C>       <C>              <C>           <C>            <C>
Balance, December 31, 2001             53,527          5,584           (1,337)          8          4,255

Net loss for the period                  --             --               (314)       (120)          (434)
--------------------------------------------------------------------------------------------------------

BALANCE, MARCH 31, 2002                53,527          5,584           (1,651)       (112)         3,821

Issuance of shares for services
  rendered                                755             95             --          --               95

Increase in paid-in capital              --              143             --          --              143

Net loss for balance of year             --             --             (1,960)       --           (1,960)

Effect of foreign exchange               --             --               --           652            652
--------------------------------------------------------------------------------------------------------


Balance, December 31, 2002             54,282          5,822           (3,611)        540          2,751
Reverse stock split 1 for every
  6.5 shares on March 28, 2003        (45,931)          --               --          --             --

Net loss for the period                  --             --               (184)       --             (184)

Effect of foreign exchange               --             --               --            99             99
--------------------------------------------------------------------------------------------------------

BALANCE, MARCH 31, 2003                 8,351     $    5,822       $   (3,795)   $    639       $  2,666
========================================================================================================
</TABLE>








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

                                      F-6
<PAGE>

PRIME HOLDINGS AND INVESTMENTS INC.                                  STATEMENT 4
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the three months ended March 31, 2003 and 2002
(U.S. Dollars in thousands)
================================================================================
<TABLE>
<CAPTION>
                                                          MARCH 31, 2003    MARCH 31, 2002
------------------------------------------------------------------------------------------
<S>                                                         <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net Loss                                                $      (184)      $      (314)
    Adjustments to reconcile net loss to net cash used in
        operating activities Depreciation                            11                11
        Minority interest                                             4                 2
        Loss from discontinued operations                          --                 187
        Decrease (increase) in accounts receivable                  125               (44)
        Increase in inventory                                      --                (288)
        Decrease in prepaid expenses                                  2              --
        Increase in accounts payable                                 61               121
        Increase in customer deposits                              --                 288
        Increase (decrease) in corporate taxes payable                6                 2
------------------------------------------------------------------------------------------

        Net cash used in operating activities                        25               (35)
------------------------------------------------------------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Purchases of capital assets                                    --                 (16)
    Purchase of other investments                                   (17)             --
    Purchase of intangible assets                                    (3)             --
    Cash reduction due to closure of business                      --                (105)
------------------------------------------------------------------------------------------

    Net cash provided by investing activities                       (20)             (121)
------------------------------------------------------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Increase in minority interest                                  --                  40
    Proceeds from demand loan                                      --                  84
    Decrease in due to minority interest stockholders              --                  (1)
    Increase in amount due to affiliated parties                   --                 101
------------------------------------------------------------------------------------------

    Net cash provided by financing activities                      --                 224
------------------------------------------------------------------------------------------

EFFECT OF EXCHANGE RATE CHANGES ON CASH                               6               (31)
------------------------------------------------------------------------------------------

INCREASE IN CASH                                                     11                37

CASH, BEGINNING OF PERIOD                                           108               398
------------------------------------------------------------------------------------------

CASH, END OF PERIOD                                         $       119        $      435
==========================================================================================

SUPPLEMENTAL DISCLOSURES
        Interest paid                                       $        31        $       16
        Income taxes paid                                   $      --        $       --
==========================================================================================
</TABLE>











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

                                      F-7
<PAGE>


EEVANCIC PERRAULT ROBERTSON
PRIME HOLDINGS AND INVESTMENTS INC.
NOTES TO THE FINANCIAL STATEMENTS
March 31, 2003 and 2002
(U.S. Dollars in thousands)
================================================================================

1.    NATURE OF BUSINESS

      S.I.T.I.  S.p.A.  owns majority interest in a group of companies in resort
      construction;  sale of  telecommunications  hardware  and related  network
      systems; and asset management and brokerage services for works of art.

      Kelti  S.r.L.  is  a  long  distance   reseller  that  aims  at  providing
      installation  of  telephone  systems to the banking  sector in the eastern
      part of Italy, including the region of Abruzzo.

      Artel  S.r.L.  is a company that  specializes  in the  purchase,  sale and
      brokerage of works of art,  painting,  furniture,  watches,  rugs, prints,
      antique drawings, antiques and contemporary works of art.

      Sardegna 97 S.p.A.  is developing an 80-Villa  resort project in Sardinia.
      The project is in Phase I and is approximately 20% completed.

2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      BASIS OF CONSOLIDATION

      The financial statements of entities, which are controlled by the Company,
      referred to as  subsidiaries,  are  consolidated.  Entities  which are not
      controlled  but  over  which  the  Company  has the  ability  to  exercise
      significant influence,  referred to as associated companies, are accounted
      for using the equity method. Investments in entities that the Company does
      not control or over which it does not exercise  significant  influence are
      accounted for using the cost method.

      The  acquisition by the Company of the shares of SITI S.p.A.  on September
      13, 2001 was accounted for as a reverse acquisition whereby SITI S.p.A. is
      considered the acquiring company.

      CASH AND CASH EQUIVALENTS

      Cash and  cash  equivalents  includes  cash and  those  short-term  market
      instruments which, on acquisition, have a term to maturity of three months
      or less.

      MARKETABLE SECURITIES

      Publicly traded  securities deemed  available-for-sale  by the Company are
      measured at fair value. Gains and losses on available-for-sale  securities
      are presented separately in the stockholders' equity section.

      USE OF 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 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.




EVANCIC PERRAULT ROBERTSON
                                      F-8
<PAGE>


PRIME HOLDINGS AND INVESTMENTS INC.
NOTES TO THE FINANCIAL STATEMENTS
March 31, 2003 and 2002
(U.S. dollars in thousands)
================================================================================

      INVESTMENTS

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

      PROPERTY, PLANT AND EQUIPMENT

      Property,  plant and  equipment  are  recorded  at cost.  Depreciation  is
      provided  annually  on  a  straight-line  basis  at  rates  calculated  to
      write-off the assets over their  estimated  useful lives as follows except
      in the year of acquisition when one half of the rate is used.

                  Buildings                                             3%
                  Plant and machinery                               15.50%
                  Other equipment                                      25%
                  Other plant and equipment                      12% - 25%

       INTANGIBLE ASSETS

       Intangible assets are stated at cost, reduced on a straight-line basis to
       their net book value through  provision for amortization  provided at the
       following annual rates:

                Licenses, trademarks and similar rights                20%
                Patents and intellectual property rights               33%
                Other intangible assets                                20%

       Additions during the year are amortized at the above rates.

       GOODWILL

       Goodwill,  which was previously  amortized,  is no longer being amortized
       due to the pronuncement of FASB 142 as described below.

       Prior to July 2001,  goodwill arising on consolidation was not amortized,
       whereas the goodwill arising on the acquisition of a business by S.I.T.I.
       S.p.A. is amortized over 10 years.

       In June 2001, the Financial  Accounting  Standards  Board ("FASB") issued
       Statement  of  Financial   Accounting   Standards   No.  141,   "Business
       Combinations"   ("SFAS  141")  and  statement  of  Financial   Accounting
       Standards No. 142,  "Goodwill and Other Intangible  Assets" ("SFAS 142").
       SFAS 141 requires all business combinations to be accounted for using the
       purchase method of accounting and that certain intangible assets acquired
       in a  business  combination  shall be  recognized  as assets  apart  from
       goodwill. SFAS 142 recognizes that goodwill has an indefinite useful life
       and will no longer be subject to periodic amortization.  Goodwill will be
       tested at least annually for impairment in lieu of amortization. The SFAS
       142 requires that goodwill arising from  acquisitions  subsequent to June
       30, 2001 should not be amortized.

       The Company  evaluates  the  carrying  value of goodwill  and  long-lived
       assets to be held and used.  The carrying value of an asset is considered
       impaired when the anticipated  undiscounted cash flow form such assets is
       less than its carrying value.  In that event, a loss is recognized  based
       on the amount by which the carrying  value exceeds the fair market value.
       Fair  market  value  is  determined  using  the  anticipated  cash  flows
       discounted  at a rate  commensurate  with the risk  involved.  Losses  on
       long-lived  assets to be disposed of are determined in a similar  manner,
       except that fair market values are reduced by the cost of  disposition of
       such assets.




EVANCIC PERRAULT ROBERTSON
                                      F-9
<PAGE>


PRIME HOLDINGS AND INVESTMENTS INC.
NOTES TO THE FINANCIAL STATEMENTS
March 31, 2003 and 2002
(U.S. dollars in thousands)
================================================================================

       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.

       EARNINGS (LOSS) PER SHARE

       Basic EPS is determined  using net income divided by the weighted average
       shares outstanding during the period. Diluted EPS is computed by dividing
       net income by the  weighted  average  shares  outstanding,  assuming  all
       dilutive  potential  common shares were issued.  Since the Company has no
       common  shares  that are  potentially  issuable,  such as stock  options,
       convertible securities or warrants, basic and diluted EPS are the same.

       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.

      FINANCIAL INSTRUMENTS

      The estimated fair value of cash and equivalents,  short-term investments,
      accounts receivable,  loans receivables,  and accounts payable and accrued
      liabilities   approximate   their   carrying   amounts  in  the  financial
      statements.  Unless otherwise  noted, it is management's  opinion that the
      Company is not



EVANCIC PERRAULT ROBERTSON
                                      F-10
<PAGE>


PRIME HOLDINGS AND INVESTMENTS INC.
NOTES TO THE FINANCIAL STATEMENTS
March 31, 2003 and 2002
(U.S. dollars in thousands)
================================================================================

      exposed to significant interest,  currency, or credit risks  arising  from
      these financial statements.

      RECENT PRONOUNCEMENTS

      The Company is currently evaluating the impacts of SFAS No. 142, "Goodwill
      and Other Intangible  Assets" ("SFAS 142"), SFAS No. 143,  "Accounting for
      Asset Retirement  Obligations" ("SFAS 143"), SFAS No. 144, "Accounting for
      the Impairment or Disposal of Long-Lived  Assets"  ("SFAS 144"),  SFAS No.
      146,  "Accounting for Costs  Associated with Exit or Disposal  Activities"
      ("SFAS 146") and FASB Interpretation No. 45,  "Guarantor's  Accounting and
      Disclosure  Requirements for Guarantees,  Including Indirect Guarantees of
      Indebtedness  to Others" ("FIN 45") to determine the effect,  if any, they
      may have on the consolidated financial position and results of operations.
      The Company is required to adopt each of these  standards  effective  with
      the fiscal year-end 2002.

      On October 1, 2002, the Company adopted SFAS 142, which requires  goodwill
      to be tested for  impairment  on an annual  basis and more  frequently  in
      certain  circumstances,  and  written  down  when  impaired,  rather  than
      amortized,  as previously  required.  Identifiable  intangible assets will
      continue  to be  amortized  over their  useful  lives.  The  criteria  for
      recognizing  an  intangible  asset have also been  revised.  SFAS 142 also
      requires that goodwill be tested for impairment  initially within one year
      of adoption and at least annually thereafter. If an impairment loss exists
      as  a  result  of  the   transitional   goodwill   impairment   test,  the
      implementation  of SFAS 142 could result in a one-time  charge to earnings
      as a cumulative effect of accounting change. The goodwill  impairment test
      is a two-step process that requires  goodwill to be allocated to reporting
      units which are  reviewed  by the units'  segment  managers.  In the first
      step,  the fair value of the reporting  unit is compared with the carrying
      value of the reporting  unit.  If the fair value of the reporting  unit is
      less than the carrying value of the reporting  unit,  goodwill  impairment
      may exist,  and the second  step of the test is  performed.  In the second
      step, the implied fair value of the goodwill is compared with the carrying
      value of the goodwill,  and an  impairment  loss will be recognized to the
      extent that the carrying  value of the  goodwill  exceeds the implied fair
      value of the goodwill.  As of December 31, 2002, the Company does not have
      any goodwill impairment.

      In August 2001,  the FASB issued SFAS 143,  which  establishes  accounting
      standards for  recognition and measurement of a liability for the costs of
      asset retirement obligations. Under SFAS 143, the future costs of retiring
      a tangible  long-lived  asset will be  recorded  as a  liability  at their
      present value when the retirement  obligation arises and will be amortized
      to  expense  over  the  life of the  asset.  Prime  is in the  process  of
      identifying   assets  with  retirement   obligations,   including   leased
      properties  that  contractually  obligate the Company to remove  leasehold
      improvements  and restore the  properties to the original  condition.  The
      adoption of SFAS 143 is not expected to materially affect the consolidated
      financial statements.

      In October  2001,  the FASB issued  SFAS 144,  which  addresses  financial
      accounting  and  reporting  for the  impairment  or disposal of long-lived
      assets and discontinued  operations.  SFAS 144 supersedes SFAS 121 and the
      accounting and reporting provisions of Accounting Principles Board Opinion
      No. 30 ("APB 30") for the  disposal of a segment of a  business.  SFAS 144
      retains  the  basic  principles  of SFAS 121 for  long-lived  assets to be
      disposed  of by sale or held and  used and  modifies  the  accounting  and
      disclosure rules for discontinued operations.  The adoption of SFAS 144 is
      not expected to materially affect the consolidated financial statements.

      In July 2002, the FASB issued SFAS 146, which addresses significant issues
      regarding the  recognition,  measurement,  and reporting of costs that are
      associated  with exit and  disposal  activities,  including  restructuring
      activities that are currently  accounted for pursuant to the guidance that
      the  Emerging  Issues Task Force  ("EITF") has set forth in EITF Issue No.
      94-3, "Liability Recognition for Certain Employee Termination Benefits and
      Other Costs to Exit an Activity  (Including  Certain  Costs  Incurred in a
      Restructuring)."  SFAS  146  revises  the  accounting  for  certain  lease
      termination costs and employee termination  benefits,  which are generally
      recognized in connection with restructuring activities.


EVANCIC PERRAULT ROBERTSON
                                      F-11
<PAGE>


PRIME HOLDINGS AND INVESTMENTS INC.
NOTES TO THE FINANCIAL STATEMENTS
March 31, 2003 and 2002
(U.S. dollars in thousands)
================================================================================


 3.   DISCONTINUED OPERATIONS

      On November 19, 2002,  the Company's  subsidiary,  Datico Spa sold its 93%
      interest of Impresa Mondelli srl to Penta Trust srl for proceeds of $64.

      On  November  20,  2002,  Datico Spa sold 100% of Datico  Services  Spa to
      Fiduciaria Del Giglio srl for proceeds of $250.

      On December  29,  2002,  the  Tribunal of Milano  issued a decree  against
      Datico Spa and  declared  the Company  bankrupt and the Tribunal of Milano
      authorized the appointed receiver to temporarily  continue the activity of
      the Company to enable it to fulfill some of the outstanding orders.

      The assets and liabilities of the Company's discontinued  operations as of
      March 31, 2002 on the consolidated balance sheet are as follows:
<TABLE>
<CAPTION>
                                                                                         2002
      -------------------------------------------------------------------------------------------
<S>                                                                                 <C>
      Assets:
      Current assets                                                                $      6,757
      Long-term assets                                                                     1,074
-------------------------------------------------------------------------------------------------

                                                                                           7,831
=================================================================================================
      Liabilities and stockholders' equity:
      Current liabilities                                                                  6,630
      Long-term liabilities                                                                  354
-------------------------------------------------------------------------------------------------

                                                                                           6,984
      Minority interest                                                                       16
-------------------------------------------------------------------------------------------------

                                                                                    $      7,000
-------------------------------------------------------------------------------------------------

      Stockholders' equity                                                                   831
=================================================================================================
</TABLE>



4.    INVENTORY
<TABLE>
<CAPTION>
                                                                                MARCH 31
                                                                          2003            2002
      -------------------------------------------------------------------------------------------
<S>                                                                     <C>             <C>
      Raw materials                                                     $     259       $    205
      Finished goods                                                          927          1,872
-------------------------------------------------------------------------------------------------

                                                                        $   1,186       $  2,077
=================================================================================================
</TABLE>



EVANCIC PERRAULT ROBERTSON
                                      F-12

<PAGE>

PRIME HOLDINGS AND INVESTMENTS INC.
NOTES TO THE FINANCIAL STATEMENTS
March 31, 2003 and 2002
(U.S. dollars in thousands)
================================================================================

5.    PROPERTY, PLANT AND EQUIPMENT
<TABLE>
<CAPTION>
                                                                                                MARCH 31
                                                                                                  2003
      ------------------------------------------------------------------------------------------------------
                                                                         ACCUMULATED             NET BOOK
                                                        COST             DEPRECIATION             VALUE
------------------------------------------------------------------------------------------------------------
<S>                                                   <C>                <C>                   <C>
      Fixed assets construction in progress           $     277          $  --                 $     277
      Other equipment                                         1             --                         1
      Other plant and equipment                             147                31                    116
      Plant and machinery                                   287                65                    222
------------------------------------------------------------------------------------------------------------

                                                      $     712          $     96              $     616
============================================================================================================
</TABLE>

<TABLE>
<CAPTION>
                                                                                                MARCH 31
                                                                                                  2002
      ------------------------------------------------------------------------------------------------------
                                                                         ACCUMULATED            NET BOOK
                                                        COST             DEPRECIATION            VALUE
------------------------------------------------------------------------------------------------------------
<S>                                                   <C>                <C>                   <C>
      Fixed assets construction in progress           $     220             $  --              $     220
      Land and buildings                                    254                  136                 118
      Other equipment                                        44                   42                   2
      Other plant and equipment                             281                  149                 132
      Plant and machinery                                 1,382                1,065                 317
------------------------------------------------------------------------------------------------------------

                                                      $   2,181             $  1,392           $     789
============================================================================================================
</TABLE>
The depreciation expenses for the three months ended March 31, 2003 and 2002 are
$6 and $4, respectively.

6.    INVESTMENTS AND OTHER INVESTMENTS
<TABLE>
<CAPTION>
                                                                                           MARCH 31
                                                                                       2003         2002
------------------------------------------------------------------------------------------------------------
<S>                                                                                <C>          <C>
      Investments at cost
      Advances to contractors                                                      $   --       $     204
      Consortium Tecnos                                                                  631          510
------------------------------------------------------------------------------------------------------------

      TOTAL                                                                        $     631    $     714
============================================================================================================
</TABLE>
      Other investments

      Other  investments  are  represented  by  fixed  interest  securities  and
marketable securities.


EVANCIC PERRAULT ROBERTSON
                                      F-13

<PAGE>


PRIME HOLDINGS AND INVESTMENTS INC.
NOTES TO THE FINANCIAL STATEMENTS
March 31, 2003 and 2002
(U.S. dollars in thousands)
================================================================================

7.    GOODWILL
<TABLE>
<CAPTION>
                                                                                          MARCH 31
                                                                                    2003             2002
-------------------------------------------------------------------------------------------------------------
<S>                                                                             <C>                <C>
      Goodwill                                                                  $      115         $  1,866
      Accumulated amortization                                                         (12)             (12)
-------------------------------------------------------------------------------------------------------------
      TOTAL                                                                     $       103        $  1,854
=============================================================================================================
</TABLE>

8.    OTHER INTANGIBLE ASSETS
<TABLE>
<CAPTION>
                                                                                                   MARCH 31
                                                                                                     2003
-------------------------------------------------------------------------------------------------------------
                                                               COST              ACCUMULATED       NET BOOK
                                                            DEPRECIATION            VALUE
-------------------------------------------------------------------------------------------------------------
<S>                                                      <C>                   <C>                 <C>
      Licences, trade-marks and similar rights           $          70         $          60       $      10
      Other intangible assets                                       66                    38              28
      Intangible in progress                                        38                --                  38
-------------------------------------------------------------------------------------------------------------

                                                         $         174         $          98       $      76
=============================================================================================================
</TABLE>

<TABLE>
<CAPTION>
                                                                                                   MARCH 31
                                                                                                     2002
-------------------------------------------------------------------------------------------------------------
                                                               COST              ACCUMULATED       NET BOOK
                                                            DEPRECIATION            VALUE
-------------------------------------------------------------------------------------------------------------
<S>                                                      <C>                   <C>                 <C>
      Licenses, trademarks and similar rights                       75                    41              34
      Other intangible assets                                      106                    41              65
      Patents and intellectual property rights                      14                    10               4
      Research and development expenditures                          7                     5               2
-------------------------------------------------------------------------------------------------------------

                                                              $    202              $     97          $  105
=============================================================================================================
</TABLE>

       Estimated amortization expenses in the next 5 years are $33 annually.


EVANCIC PERRAULT ROBERTSON
                                      F-14

<PAGE>

PRIME HOLDINGS AND INVESTMENTS INC.
NOTES TO THE FINANCIAL STATEMENTS
March 31, 2003 and 2002
(U.S. dollars in thousands)
================================================================================


9.    LONG-TERM DEBT
<TABLE>
<CAPTION>
                                                                                        2003           2002
      ---------------------------------------------------------------------------------------------------------
<S>                                                                                  <C>            <C>
      Mortgage payable to Credito Fondiario S.p.A., secured by building,
      no payment terms.
                                                                                     $     101      $     107
      Mortgage  payable  to  Comit  (Banca  Commerciale  Italiana),  secured  by
      building,  requiring semi-annually payments of $4.5, including interest at
      5.198%.                                                                            --                22

      Mortgage  payable to  Ambrosiano  Veneto,  secured by building,  requiring
      semi-annually payments of $4.5, including interest at 4.675%.                      --                51
---------------------------------------------------------------------------------------------------------------

                                                                                     $     101      $     180
                           Less current portion                                            101            122
---------------------------------------------------------------------------------------------------------------

                                                                                     $   --         $      58
===============================================================================================================
</TABLE>

10.   CAPITAL STOCK

      Authorized:  500,000,000 common shares with par value of $0.0001
                   100,000,000 preferred shares with par value of $0.001. Each
                   preferred share is convertible to 4 common shares after the
                   trading value of Prime common shares
      exceeds

                   $5 per share for a period of at least thirty consecutive days
                   on the NASD OTC BB exchange.

11.   ACQUISITIONS

      On November 27,  2000,  the Company  acquired 51% of the share  capital of
      Kelti S.r.l..  The Company deals in telephone systems mainly in the region
      of Abruzzo  exclusively  working as a reseller in the banking sector.  The
      purchase price was $28. The purchase included goodwill of $ 23.

      On September  25, 2001,  the Company  acquired 51% of the share capital of
      Artel  S.r.l.  The  Company  purchases,  sells and  brokers  works of art,
      paintings,  furniture,  watches,  rugs, prints and antique  drawings.  The
      purchase price was $7.

      On October 7, 2001,  the  Company  acquired  100% of the share  capital of
      Sardegna 97 SpA. The Company is developing an 80-Villa  resort  project in
      Sardinia. The project is in Phase I with approximately 20% completed.  The
      purchase price was $112. The purchase included goodwill of $101.

      All of these acquisitions are accounted for under the purchase method. The
      consolidated financial statements include the operating results of each of
      these businesses from the date of acquisition to the year-end date.

      Goodwill has been  determined on the basis of the  difference  between the
      purchase price paid and the fair market value of the underlying assets and
      liabilities acquired.



EVANCIC PERRAULT ROBERTSON
                                      F-15
<PAGE>

PRIME HOLDINGS AND INVESTMENTS INC.
NOTES TO THE FINANCIAL STATEMENTS
March 31, 2003 and 2002
(U.S. dollars in thousands)
================================================================================

 12.  SEGMENTED INFORMATION

      Telecommunications

      The  telecommunication  segment  supplies and  installs  telecommunication
      equipment   in   Italy   under    contractual    agreements   with   major
      telecommunication equipment suppliers.

      Construction

      The construction  segment contracts to build an 80-Villa resort project in
      Sardinia.

      Below are the sales and  operating  profit by segment for the three months
      ended March 31, 2003 and a  reconciliation  of segment  operating  profits
      (losses) to earnings before income taxes.
<TABLE>
<CAPTION>
                                         CONSTRUCTION      TELECOMMUNICATION        OTHERS          TOTAL
-------------------------------------------------------------------------------------------------------------
<S>                                      <C>               <C>                  <C>              <C>
      Revenues                           $    --           $          74        $     --         $        74
      Operating expenses                           4                 228                  22             254
-------------------------------------------------------------------------------------------------------------

      Operating loss                              (4)               (154)                (22)           (180)
      Other income                            --                       1              --                   1
-------------------------------------------------------------------------------------------------------------

      Loss before income
      taxes and minority interest        $        (4)       $       (153)       $        (22)    $      (179)
===========================================================================================================--
</TABLE>



















EVANCIC PERRAULT ROBERTSON
                                      F-16
<PAGE>



                                   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
                                 ------------------------------------
                                 President, Secretary and Director

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








Date: May 20, 2003




                                       7
<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:

      d.  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

      e.  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.    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

May 20, 2003





                                       8
<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

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


May 20, 2003








                                       9