SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 12b-25

                        COMMISSION FILE NUMBER: 000-30477

                           NOTIFICATION OF LATE FILING

           (CHECK ONE): |X| FORM 10-K(SB)   |_| FORM 11-K    |_| FORM 2-F
                        |_| FORM 10-Q       |_| FORM N-SAR

                       FOR PERIOD ENDED: DECEMBER 31, 2002

    |_| 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 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.

Former name if applicable: MYTRAVELGUIDE.COM, INC.

Address of principal executive office (STREET AND NUMBER):  521 FIFTH AVENUE,
                                                            SUITE 1700

City State and Zip Code:   NEW YORK, NY 10175








                                    PART II.
                             RULE 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 this 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 on Form  10-K(SB),  will be filed on or
           filed  on  or  before  the  fifteenth   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, 11-K, 20-F,
10-Q,  N-SAR or the transition  report portion thereof could not be filed within
the prescribed time period. (Attach extra sheets if needed.)

         The  Registrant is unable to file the subject report in a timely manner
because  the  audit  of its  financial  statements  for  the  period  is not yet
complete.

                                    PART IV.
                                OTHER INFORMATION

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

             GIOVANNI IACHELLI                       (604) 986-6950
                 (Name)                     (Area Code)  (Telephone Number)

         (2) Have all other periodic reports required under Section 13 of 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. has caused this notification to be
signed on its behalf by the undersigned thereunto duly authorized.


         Date: March 31, 2003          By :/s/ Giovanni Iachelli
                                           -------------------------------
                                            Giovanni Iachelli, President