Form 10-QSB
U.S. Securities and Exchange Commission
Washington, D.C. 20549
(Mark One)
[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
for the period ended September 30, 2001
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
for the transition period from _____ to _____
Commission File NO: 000-30477
PRIME HOLDINGS AND INVESTMENTS, INC.
(Exact name of small business issuer as specified in its charter)
|
Nevada |
88-0421215 |
|
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Identification No.) |
8275 South Eastern Avenue
Las Vegas, Nevada 89123
(Address of principal executive offices)
(702) 990-8800
(Issuer's telephone number)
Check whether the issuer:
(1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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:
State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 6,474,000 shares common stock issued and outstanding as of June 30, 2001.
Transitional Small Business Disclosure Format (check one) Yes _____ No X
PART I - FINANCIAL INFORMATION
PRIME HOLDINGS AND INVESTMENTS, INC.
(FORMERLY MYTRAVELGUIDE.COM, INC. WHICH
WAS FORMERLY DILIGENCIA TECHNOLOGIES, INC.)
Interim Consolidated Financial Statements
(Unaudited)
September 30, 2001
(U.S. DOLLARS IN THOUSANDS)
PRIME HOLDINGS AND INVESTMENTS, INC. CONTENTS
(FORMERLY MYTRAVELGUIDE.COM, INC. WHICH
WAS FORMERLY DILIGENCIA TECHNOLOGIES, INC.)
INTERIM CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2001
(U.S. DOLLARS IN THOUSAND)
| INDEPENDENT ACCOUNTANTS' REPORT | |
| INTERIM CONSOLIDATED STATEMENT OF EARNINGS | STATEMENT 1 |
| INTERIM CONSOLIDATED STATEMENT OF DEFICIT | STATEMENT 2 |
| INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS | STATEMENT 3 |
| INTERIM CONSOLIDATED BALANCE SHEET | STATEMENT 4 |
| NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS |
EVANCIC PERRAULT ROBERTSON
CERTIFIED GENERAL ACCOUNTANTS
INDEPENDENT ACCOUNTANTS' REPORT
To the Shareholders
Prime Holdings and Investments, Inc.
(Formerly Mytravelguide.com, Inc., which was formerly Diligencia Technologies, Inc.)
We have reviewed the accompanying consolidated balance sheet of Prime Holdings and Investments, Inc. (Formerly Mytravelguide.com, Inc. which was formerly Diligencia Technologies, Inc.) as at September 30, 2001 and the interim consolidated statements of earnings, deficit and cash flows for the nine month period ended September 30, 2001. These interim 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 American Institute of Certified Public Accountants. A review of interim consolidated financial statements consists principally of applying analytical procedures to financial date and making inquires of persons responsible 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 principals established by the American Institute of Certified Public Accountants.
CERTIFIED GENERAL ACCOUNTANTS
North Vancouver, B.C.
November 16, 2001
102-1975 Longsdale Avenue, North Vancouver, BC V7M 2K3
Telephone (604) 987-8101 Fax (604) 987-1794
Email: eprnv@istar.ca Website: epr.ca
Offices Across Canada, Affiliations Worldwide
PRIME HOLDINGS AND INVESTMENTS, INC. STATEMENT
(FORMERLY MYTRAVELGUIDE.COM, INC. WHICH
WAS FORMERLY DILIGENCIA TECHNOLOGIES, INC.)
INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the nine months ended September 30, 2001
(Unaudited - See Independent Accountants' Report)
(U.S. dollars in thousands)
|
2001 |
2000 |
|
| Revenue |
$ 265 |
$ 6 |
| Operating expenses | ||
| Administrative fees |
24 |
-- |
| Advertising and promotion |
6 |
-- |
| Amortization |
4 |
-- |
| Bank charges and interest |
4 |
-- |
| Consulting |
20 |
-- |
| Contract completion costs |
95 |
-- |
| Finished goods inventories |
2 |
-- |
| Internet expense |
3 |
-- |
| Office |
2 |
-- |
| Other operating expenses |
4 |
-- |
| Outside service |
68 |
-- |
| Professional fees |
90 |
5 |
| Purchases |
41 |
-- |
| Rent |
15 |
-- |
| Salaries and benefits |
28 |
-- |
| Subcontracts |
2 |
28 |
| Telephone |
2 |
-- |
| Travel |
2 |
-- |
|
412 |
33 |
|
|
(147) |
(27) |
|
| Other income (expense) | ||
| Interest income |
1 |
-- |
| Other revenues |
12 |
-- |
|
13 |
-- |
|
| Loss before minority interest and income taxes |
(134) |
(27) |
| Minority interest |
10 |
-- |
| Income taxes |
15 |
-- |
| Net loss for the period |
$ (15)) |
$ (27) |
| Weighted average common shares outstanding |
6,474 |
3,426 |
| Earnings (loss) per share |
$ (0.025) |
$ (0.008) |
PRIME HOLDINGS AND INVESTMENTS, INC. STATEMENT
(FORMERLY MYTRAVELGUIDE.COM, INC. WHICH
WAS FORMERLY DILIGENCIA TECHNOLOGIES, INC.)
INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the nine months ended September 30, 2001
(Unaudited - See Independent Accountants' Report)
(U.S. dollars in thousands)
| 2001 | 2000 | |
| Deficit, beginning of period | $ (58) | $ (11) |
| Net loss for the period | (159) | (27) |
| Deficit, end of period | $ (217) | $ (38) |
PRIME HOLDINGS AND INVESTMENTS, INC. STATEMENT
(FORMERLY MYTRAVELGUIDE.COM, INC. WHICH
WAS FORMERLY DILIGENCIA TECHNOLOGIES, INC.)
INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the nine months ended September 30, 2001
(Unaudited - See Independent Accountants' Report)
(U.S. dollars in thousands)
| 2001 | 2000 | |
| Cash flows from operating activities | ||
| Loss from operating activities | $ (159) | $ (27) |
| Items not requiring an outlay of funds | ||
| Amortization | 4 | -- |
| Minority interest | 10 | -- |
| Issuance of stock for services and debt reduction | 47 | -- |
| (98) | (27) | |
| Changes in no-cash working capital | ||
| Accounts payable and accrued liabilities | 27 | 1 |
| Note payable | (18) | -- |
| Corporate taxes payable | 15 | -- |
| (74) | (26) | |
| Cash flows from financing activities: | ||
| Issuance of share capital | -- | 35 |
| Cash flows from investing activities | ||
| Acquisition of cash from purchase of subsidiary | 1,402 | -- |
| Increase in cash | 1,328 | 9 |
| Cash, beginning of period | 9 | -- |
| Cash, end of period | $ 1,337 | $ 9 |
| Non-cash financing and investing activities | ||
| Purchase of subsidiary | $ (22,500) | $ -- |
| Issuance of shares | 22,500 | -- |
| $ -- | $ -- | |
| Supplemental Disclosures | ||
| Interest paid | $ 4 | $ -- |
| Income taxes paid | -- | -- |
PRIME HOLDINGS AND INVESTMENTS, INC. STATEMENT
(FORMERLY MYTRAVELGUIDE.COM, INC. WHICH
WAS FORMERLY DILIGENCIA TECHNOLOGIES, INC.)
INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the nine months ended September 30, 2001
(Unaudited - See Independent Accountants' Report)
(U.S. dollars in thousands)
| 2001 | 2000 | |
| Assets | ||
| Current | ||
| Cash | $ 1,337 | $ 9 |
| Short-term investments | 18 | -- |
| Accounts receivable, net of allowance for doubtful accounts $54 | 6,330 | -- |
| Inventory - note 2 | 1,203 | -- |
| Prepaid expenses | 23 | -- |
| 8,911 | 9 | |
| Long-term trade accounts receivable | 891 | -- |
| Property, plant and equipment - note 3 | 1,804 | -- |
| Investments - note 4 | 14,481 | -- |
| Other investments - note 4 | 146 | -- |
| Goodwill - note 5 | 5,659 | -- |
| Other intangible assets - note 6 | 41 | -- |
| $ 31,933 | $ 9 | |
| LIABILITIES AND SHAREHOLDERS' EQUITY | ||
| Current: | ||
| Demand loan - note 7 | $ 2,710 | $ -- |
| Accounts payable and accrued liabilities | 2,986 | 3 |
| Net construction work in progress - note 8 | 1,983 | -- |
| Corporate taxes payable | 622 | -- |
| Current portion of long term debt - note 9 | 170 | -- |
| 8,471 | 3 | |
| Other trade payables | 171 | -- |
| Reserve for employee termination indemnities | 257 | -- |
| Minority interest | 643 | -- |
| 9,542 | 3 | |
| Shareholders' equity | ||
| Share capital - note -10 | 9 | 4 |
| Additional paid-in capital | 22,583 | 40 |
| Other reserves | 16 | -- |
| Deficit | (217) | (38) |
| 22,391 | 6 | |
| $ 31,933 | $ 9 | |
| Contingent liabilities/commitments - note 12 |
On behalf of the Board
_________________________________Director _________________________________Director
The company was incorporated on December 3, 1998, under the laws of the State of Nevada. On August 8, 2001, the Company changed its name to Prime Holdings and Investments, Inc. and acquired 100% of the shares of SITI S.p.A. Societa Italiana Telecommunicazioni Integrate, an Italian corporation. The Company's principal activities are telecommunications and construction contract.
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accounting policies of the Company are in accordance with generally accepted accounting principles established by the American Institute of Certified Public Accountants applied on a basis consistent with that of the preceding year.
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 Company accounts for business acquisitions under the purchase method, and accordingly, the operating results for the S.I.T.I. Group is included in the Consolidated Statements of Earnings from the date of acquisition.
Goodwill has been determined on the basis of the difference between the purchase price paid and the underlying value of the assets and liabilities acquired (assumed to be in line with their fair market value).
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 shareholders' equity section.
Use of Estimates
The preparation of the Company's interim 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.
Accounts Receivable
Accounts receivable are shown net of allowance for doubtful accounts.
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.
Property, plant and equipment
Property, plant and equipment are recorded at cost. Amortization 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, trade-marks and similar rights 20% Patents and intellectual property rights 33% Purchased goodwill 10%
Others 20%
Additions during the year are amortized at the above rates.
Goodwill arising on consolidation is 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.
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.
Income taxes
National corporate taxes (IRPEG) in Italy are levied on book income adjusted for disallowable expenses at the rate of 36% (37% in 2000).
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.
Offering costs
Offering costs are reported as a reduction in the amount of paid-in capital received for sale of the shares.
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 under the shareholders' equity section.
2. INVENTORY
| 2001 | 2000 | |
| Raw materials |
$ 1,106 |
$ -- |
| Work-in-progress | 97 | -- |
| $ 1,203 | $ -- |
3. PROPERTY, PLANT AND EQUIPMENT
| 2001 | 2000 | ||||
|
Cost |
Accumulated Amortization |
Net Book Value |
Net Book Value |
||
|
Land and buildings |
$ 1,116 |
$ -- |
$ 1,116 |
$ -- |
|
| Other plant and equipment | 65 | -- | 65 | -- | |
| Other equipment | 17 | -- | 17 | -- | |
| Plant and machinery | 395 | 4 | 391 | -- | |
| Fixed assets construction in progress | 215 | -- | 215 | -- | |
| $ 1,808 | $ 4 | $ 1,804 | $ -- | ||
4. INVESTMENTS AND OTHER INVESTMENTS
| 2001 | 2000 | |
| Investments in enterprises | ||
| Artel S.r.I. and Other |
$ 14,000 |
$ -- |
| Consortium Tecnos | 533 | -- |
| Due from subsidiary | 102 | -- |
| Less - outstanding liabilities | (154) | -- |
| Due from unconsolidated subsidiaries | -- | -- |
| Total | $ 14,481 | $ -- |
Other investments
Other investments are represented by fixed interest securities
5. GOODWILL
| 2001 | 2000 | |
| Goodwill arising on consolidation |
$ 19,671 |
$ -- |
| Purchased goodwill on acquisition of business | 19 | -- |
| Total | $ 19,690 | $ -- |
6. OTHER INTANGIBLE ASSETS
| 2001 | 2000 | ||||
|
Cost |
Accumulated Amortization |
Net Book Value |
Net Book Value |
||
|
Intangibles in process and advances |
$ 9 |
$ -- |
$ 9 |
$ -- |
|
| Patents and intellectual property rights | 6 | -- | 6 | -- | |
| Licenses, trade-marks and similar rights | 23 | -- | 23 | -- | |
| Other intangible assets | 3 | -- | 3 | -- | |
| $ 41 | $ -- | $ 41 | $ -- | ||
7. DEMAND LOAN
Group companies have credit lines available to the extent of US $2.7 million at September 03, 2001.
8. NET CONSTRUCTION WORK IN PROGRESS
| 2001 | 2000 | |
| Construction work in progress |
$ 76,192 |
$ -- |
| Less: advances received against construction in progress | 76,491 | -- |
| reserve for contract completion costs | 1,714 | -0 |
| $ (1,983) | $ -- |
A reserve for contractual completion costs amounting to US $1,714 has been provided. No significant additional costs are expected to be incurred on the contracts.
9. LONG-TERM DEBT
| 2001 | 2000 | |
| 4.675% Notes due June 30, 2002 |
$ 76 |
$ -- |
| 18% Debentures due June 30, 2002 | 94 | -- |
| 170 | -- | |
| Less current portion | 170 | -- |
| $ -- | $ -- |
10. SHARE CAPITAL
Authorized: 500,000,000 common shares with par value of $0.0001
100,000,000 preferred shares with par value of $0.001
|
Common Shares |
Amounts |
Additional paid-in capital |
|
|
Balance, December 31, 2000 |
3,470 |
$ 4 |
$ 41 |
| Issuance of common shares for service | |||
| April 1, 2001 | 45 | -- | 45 |
| Issuance of common shares for debt payment | |||
| May 7, 2001 | 12 | -- | 2 |
| Issuance of common shares for business acquisition | |||
| September 13, 2001 | 45,000 | 5 | 22,495 |
| 48,527 | $ 9 | $ 22,583 |
11. Acquisition
On September 13, 2001, the Company acquired 100% of the outstanding shares of S.I.T.I. S.p.A. Soceita Italiana Telecommunicazioni (S.I.T.I. S.p.A.). S.I.T.I. S.p.A. and its subsidiaries form S.I.T.I. Group as a result of a series of acquisitions made in 2000 and 2001 in the telecommunications and construction industries.
The S.I.T.I. Group comprises the following companies:
|
Name of Company |
Shareholder | Percentage held | Date acquired | Accounting treatment | Principal Activity |
| S.I.T.I. S.p.A. | Pergarex S.A. | Holding | |||
| Datico S.p.A. | S.I.T.I. S.p.A. | 51% | January 2000 | Consolidated | Telecom. |
| S.C.A. S.r.l. | S.I.T.A. S.p.A. | 40% | July 2000 | Consolidated | Telephone Equipment |
| Consorzio "Tecnos" | S.I.T.A. S.p.A. | 20% | 2000 | Equity | Construction |
| Datico Services S.p.A. | Datico S.p.A. | 100% | October 2000 | Consolidated | Telecom. |
| KELTI S.r.l. | S.I.T.I. S.p.A. | 51% | November 2000 | Consolidated | Telecom. |
| Impresa Mondelli S.r.l. | Datico S.p.A. | 93% | June 2001 | Consolidated | Construction |
The following summary, prepared on a pro forma basis, combines the consolidated results of operations of the Company with the SITI Group for the nine month period ended September 30, 2001 and 2000 as if the acquisitions took place at the beginning of the period presented.
| 2001 | 2000 | |
| Assets | ||
| Current Assets | $ 7,130 | $ 3,511 |
| Long-term assets | 27,454 | 2,571 |
| 34,594 | 6,082 | |
| Liabilities and shareholders' equity | ||
| Current liabilities | 6,318 | 1,617 |
| Long-term liabilities | 698 | 253 |
| 7,016 | 1,870 | |
| Minority interest | 643 | 473 |
| Shareholders' equity | 26,925 | 3,739 |
| $ 34,584 | $ 6,802 |
Pro-form Interim Consolidated Income Statement
| 2001 | 2000 | |
| Revenues |
$ 4,769 |
$ 1,637 |
| Operating costs and expenses | 4,547 | 1,716 |
| Operating profit (loss) | 222 | (79) |
| Other income (expense) | 165 | (44) |
| Earnings (loss) before taxes | 387 | (123) |
| Income taxes | (262) | (5) |
| Minority interest | (180) | (2) |
| Net earnings (loss) for the period | $ (55) | $ (130) |
| Weighted average common shares outstanding | 48,506 | 48,426 |
| Earnings (loss) per share | $ (0.001) | $ (0.003) |
12. COMMITMENTS AND CONTINGENCIES
Group companies have provided guarantees to third parties relating to construction activities approximating US $11 million and has received guarantees approximating US $4 million. These relate to construction projects substantially completed in prior years and will be terminated once final completion of the related projects has been authorized.
13. 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 major highway projects in Italy under long-term contracts ranging up to 8 years in length.
Below are the sales and operating profit by segment for the nine months ended September 30, 2001 and a reconciliation of segment operating profit to earnings before income taxes.
|
Construction |
Telecommunication |
Others |
Total |
|
|
Revenues |
$ 165 |
$ 100 |
$ -- |
$ 265 |
| Operating expenses | 150 | 97 | 165 | 412 |
| Operating income (loss) | 15 | 3 | (165) | (147) |
| Other income (expenses) | 5 | 8 | -- | 13 |
| Earnings (loss) before income | ||||
| taxes and minority interest | $ 20 | $ 11 | $ (165) | $ (134) |
14. SUBSEQUENT EVENTS
Subsequent to year-end, the acquisition of 51% investment in Artel S.r.l, a company operating in the sales of works of art via Internet, and in other enterprises have been finalized. The cost of these investments has been included in the consolidated financial statements under the account of "Investments".
Item 2. Management's Discussion and Analysis or Plan of Operation
The information required by this Item is included in Item 1 above.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
The Company had no legal proceeding in which it was involved during the period for which this filing applies.
Item 2. Changes in Securities and Use of Proceeds
The Company acquired 100% of the issued and outstanding shares of S.I.T.I. S.p.A. (Societa Italiana di Telecommunicazioni Integrat), an Italian corporation, in exchange for 45,000,000 shares of the Company's common stock. Determination of the purchase price was based upon current market for the shares of each company.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
Item 5. Other Information
On September 13, 2001, a Share Purchase Agreement (the "Agreement") was entered into between the Company and S.I.T.I. S.p.A. (Societa Italiana di Telecomunicazioni Integrate), an Italian corporation ("S.I.T.I."). Under the terms of the Agreement, one hundred percent (100%) of the issued and outstanding shares of S.I.T.I. were purchased by the Company. In consideration for the S.I.T.I. shares, the Company issued 45,000,000 shares of its common stock to the following S.I.T.I. shareholders:
| Shareholder Name and Address | No. of Prime Shares |
| Pergarex SA, Via alla Campagna no.6, 6901 Lugano, Switzerland | 19,800,000 |
| Rossi Luca, Via Castello 50, Genivolta, Italy | 2,310,000 |
| Rossi Carlos, Via Castello 50, Genivolta, Italy | 2,310,000 |
| Rossi Paolo, Via Castello 50, Genivolta, Italy | 1,980,000 |
| Sommariva Domenico, Corso Plebisciti 1, Milano, Italy | 5,821,200 |
| Goggia Iolanda, Corso Plebisciti 1, Milano, Italy | 778,800 |
| Pergarex SA, Via alla Campagna no.6, 6901 Lugano, Switzerland | 12,000,000 |
The S.I.T.I. shareholders now hold 89% of the issued and outstanding shares of the Company.
Under the terms of the Agreement, S.I.T.I. has agreed not to cause or consent, either directly or indirectly through its principal shareholders, directors or officers, to any alteration in the share capitalization of Prime that would give effect to a reverse split or consolidation or in some similar manner change the equity of the Company's shareholders existing on the Closing Date, for a minimum period of twelve months after the Closing Date.
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.
/s/ Giovanni Iachelli
Giovanni Iachelli
President and Duly Authorized Officer