UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Event Requiring Report: November 21, 2003 ------------------ PRIME HOLDINGS AND INVESTMENTS, INC. ------------------------------------------------------ (Exact name of Registrant as Specified in Its Charter) Nevada 000-30477 88-0421215 ---------------------------- ------------------------ ------------------ (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification No.) 521 Fifth Avenue, Suite 1700 New York, NY ------------------------------------------ (Address of Principal Executive Offices) Registrant's telephone number, including area code: (212) 292-4258 ------------------ ----------------------------------------------------------- (Former name or former address, if changes since last report) ITEM 1. CHANGES IN CONTROL OF REGISTRANT. Not applicable. ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. Not applicable. ITEM 3. BANKRUPTCY OR RECEIVERSHIP. Not applicable. ITEM 4. CHANGES IN REGISTRANT'S CERTIFIYING ACCOUNTANTS. Not Applicable. ITEM 5. OTHER EVENTS. On November 21, 2002, the Registrant pursuant to a Special Meeting of the Shareholders and of the Board of Director, by resolutions, removed Giovanni Iachelli as its President, Secretary and Director. Pursuant to said Meetings Giovanni Iachelli is no longer associated with the Registrant in any manner. ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS. Not Applicable. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. Exhibits: None ITEM 8. CHANGE IN FISCAL YEAR. Not applicable. ITEM 9. REGULATION FD DISCLOSRE Not applicable. Item 10. AMENDMENTS TO THE REGISTRANT'S CODE OF ETHICS, WAIVER OF A PROVISION OF THE CODE OF ETHICS Not applicable. Item 11. TEMPORARY SUSPENSION OF TRADING UNDER REGISTRANT'S EMPLOYEE BENEFIT PLANS Not applicable. Item 12. Results of Operations and Financial Condition. Not applicable. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: November 28, 2003 Prime Holdings and Investments, Inc. ------------------- ------------------------------------ (Registrant) By: /s/ John Visendi --------------------------------- John Visendi Chief Executive Officer, Treasurer and Director