U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 12B-25

Commission File Number 000-30477
___________________________________________

NOTIFICATION OF LATE FILING

(Check one): [ ] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K

[X] Form 10-Q and form 10-QSB [ ] Form N-SAR

 

For Period Ended: September 31, 2001

 

[ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q

[ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR

[ ] Transition Report on Form 11-K

For the Transition Period Ended: ________________

 

Read attached instruction sheet before preparing form. Please print or type.

Nothing in this form shall be construed to imply that the commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

___________________________________________

PART I REGISTRANT INFORMATION

Full name of registrant:     PRIME HOLDINGS AND INVESTMENTS, INC.

___________________________________________

Address of principal executive office (Street and number):

8275 South Eastern, Suite #200

Las Vegas, NV 89123

___________________________________________

PART II RULES 12B-25 (B) AND (C)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate).

[x] (a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or Expense;

[x] (b) The subject annual report, semi annual report, transition report on Form 10-K, 20-F, 11-K or Form N-SAR, or portion thereof will be filed on or before the 15th calendar day following the prescribed due date; or the subject quarterly report or transition report on the Form 10-Q, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and

 

[ ] (c) The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III NARRATIVE

State below in reasonable detail the reasons why Form 10-K and Form 10-KSB, 11-K, 20-F, 10-Q and Form 10-QSB, SAR or the transition report or portion thereof could not be filed within the prescribed time period. (Attach extra sheets if needed.)

 

The Registrant could not obtain all the required information necessary to complete their quarterly report on Form 10-Q.

 

PART IV OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this modification

Giovanni Iachelli     (702) 990-8800

________________________________________

(Name)                Area Code Telephone Number

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).

[X] Yes [ ] No

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

[ ] Yes [X] No

If so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

PRIME HOLDINGS AND INVESTMENTS, INC.

(Name of registrant as specified in charter)

Has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.

Date November 14, 2001 

 

By: /s/ Giovanni Iachelli

Giovanni Iachelli, President

Instruction: The form may be signed by any executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative's authority to sign on behalf of the registrant shall be filed with the form.