(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, 2002

[  ]    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

(Exact name of small business issuer as specified in its charter)

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:    53,527,000 shares common stock issued and outstanding as of September 30, 2002.

Transitional Small Business Disclosure Format (check one)    Yes _____    No   X  

CERTIFIED GENERAL ACCOUNTANTS

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 September 30, 2002 and the consolidated statements of earnings, stockholders' equity and cash flows for the nine months ended September 30, 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 American Institute of Certified Public Accountants. A review of consolidated financial statements consists principally of applying analytical procedures to financial data and making inquiries 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 consolidated financial statements for them to be in conformity with generally accepted accounting principles established by the American Institute of Certified Public Accountants.

North Vancouver, B.C.

November 18, 2002

#102 - 1975 Lonsdale Avenue, North Vancouver, BC V7M 2K3

Telephone (604) 987-8101 Fax (604) 987-7194

Website: http//epr.ca Email: cga@eprnv.ca

Office Across Canada

Affiliates Around the World

September 30, 2002

(U.S. Dollars in thousand)

_____________________________Director ________________________ Director

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

For the periods ended September 30, 2002

(U.S. Dollars in thousand)

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

For the nine months ended September 30, 2002

(U.S. Dollars in thousand)

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

For the nine months ended September 30, 2002

(U.S. Dollars in thousand)

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

September 30, 2002

(U.S. Dollars in thousand)

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. (Prime) and acquired 100% of the shares of SITI S.p.A. Societa Italiana Telecommunicazioni Integrate (SITI), an Italian corporation. The Company's principal activities are telecommunications and construction contracting.

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. The comparative figures presented are those of SITI S.p.A.

 

National corporate taxes (IRPEG) in Italy are levied on book income adjusted for disallowable expenses at the rate of 36% (36% in 2001).

 

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 labour 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.

 

As the acquisition has been recorded as a reverse acquisition, the shares outstanding after the acquisition was used in the EPS calculations for the 2001 year.

 

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

 

                                                                    September 30             September 30

                                                                            2002                         2001

 

Raw materials                                                     $ 234                         $ 1,051

Work in progress                                                     39                                96

Finished goods                                                   2,173                                 -

Principal amounts due within the next three years on mortgages payable are as follows:

 

2003                                $ 112

2004                                    56

2005                                      9

 

 

 

Authorized: 500,000,000 common shares with par value of $0.0001

100,000,000 preferred shares with par value of $0.001

The preferred shares are convertible to common shares at the rate of one preferred share for four common shares after the trading value of the common shares exceeds $5 US per share for a period of at least 30 consecutive days.

 

 

On June 4, 2001, Datico S.p.A. acquired 93% of the share capital of Impresa Mondelli S.r.l. which is an engineering and general contracting company specializing in the construction of cable and fiber optic networks, bridges, highways and commercial buildings. The purchase price was $127. The purchase included goodwill of $5.

 

On September 25, 2001, the Company acquired 51% of the share capital of Artel S.r.l. The Company purchases, sells and brokers of 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 on 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 with the amount 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 beginning of the financial year in which the acquisition took place.

 

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.

 

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 month period ended September 30, 2002 and a reconciliation of segment operating profit to earnings before income taxes.

 

                                                    Construction     Telecommunication     Others     Total

 

Revenues                                         $ 1,266                     $ 655                   $     -     $ 1,921

Operating expenses                             1,585                     1,515                         4       3,104

 

Operating income (loss)                         (319)                     (860)                        (4)    (1,183)

Other income (expenses)                          39                       442                         -          481

 

Earnings (loss) before income

taxes and minority interest                 $ (280)                   $ (418)                   $   (4)   $ (702)

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.

 

This Management Discussion and Analysis presents a review of the consolidated operating results and financial condition of the Company for the quarter ended September 30, 2002. This discussion and analysis is intended to assist in understanding the financial condition and results of operation of the Company, its subsidiaries and associated companies. This section should be read in conjunction with the consolidated financial statements and the related notes appearing elsewhere in this report.

The accompanying consolidated financial statements include the accounts of the Company, its subsidiaries and associated companies. The consolidated financial statements include the operating results of each of these companies from the beginning of the quarter ended September 30, 2002.

The financial statements of entities, which are controlled by the Company (referred to as subsidiaries) are consolidated. These include the accounts of the following companies: S.I.T.I. SpA; Datico SpA; Impresa Mondelli SrL; Datico Services SpA; Sardegna '97 SpA; Artel SrL; and KELTI SrL. Investments in subsidiary companies are accounted for using the purchase method. Entities which are not controlled, and over which the Company does not exercise significant influence (referred to as associated companies), are accounted for using the cost method. This includes the accounts of Consorzio Tecnos.

From the date of incorporation on December 3, 1998, to September 13, 2000, the Company was a development stage company that did not have revenues from operations. From December 3, 1998 to February 25, 2000, the Company operated under the name Diligencia Technologies, Inc. and from February 25, 2000 to August 15, 2000, operated under the name MyTravelGuide.com Inc. As of September 13, 2001, S.I.T.I. held $1,337,000 in cash, a portion of which was used by the Company to satisfy its cash requirements.

The Company believes its existing cash balances will be sufficient to meet anticipated cash requirements for at least the next twelve months. The Company may, nonetheless, seek additional financing to support its activities during the next twelve months or thereafter, including additional public offerings of its common stock. There can be no assurances, however, that additional capital will be available on reasonable terms, if at all, when needed or desired.

ITEM 3 Effectiveness of the registrant's disclosure controls and procedures

Within the 90-day period prior to the filing of this report, the Company carried out an evaluation of the effectiveness of the Company's disclosure controls and procedures (as defined by Rule 13a-14(c) under the Securities Exchange Act of 1934) under the supervision and with the participation of the Company's chief executive officer and chief financial officer. Based on and as of the date of such evaluation, the aforementioned officers have concluded that the Company's disclosure controls and procedures were effective.

The Company also maintains a system of internal accounting controls that is designed to provide assurance that assets are safeguarded and that transactions are executed in accordance with management's authorization and properly recorded. This system is continually reviewed and is augmented by written policies and procedures, the careful selection and training of qualified personnel and an internal audit program to monitor its effectiveness. During the first quarter of fiscal year 2003, there were no significant changes to this system of internal controls or in other factors that could significantly affect those controls.

None.

None.

Not applicable.

Not applicable.

Not applicable

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.

Giovanni Iachelli

President and Duly Authorized Officer

CERTIFICATION PURSUANT TO SECTIONS 906 AND 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Giovanni Iachelli, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Prime Holdings and Investments, Inc. for the quarter ended September 30, 2002;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report.

4. The registrant's other certifying offering officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): 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 most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: November 19th, 2002

Giovanni Iachelli

By: Giovanni Iachelli

President