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 / / FORM 11-K / / FORM 2-F
/X/ FORM 10-Q(SB) / / FORM N-SAR
FOR PERIOD ENDED: MARCH 31, 2003
/ / 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:______________________
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PART I. REGISTRANT INFORMATION
Full name of registrant: PRIME HOLDINGS AND INVESTMENTS, INC.
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Former name if applicable: MYTRAVELGUIDE.COM, INC.
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Address of principal executive office (STREET AND NUMBER):
521 FIFTH AVENUE, SUITE 1700
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City State and Zip Code: NEW YORK, NY 10175
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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-Q(SB), will be filed on or before
the fifth calendar day following the prescribed [X] 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 its financial statements and its evaluation of its controls and
procedures are not yet complete.
PART IV.
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
GIOVANNI IACHELLI (604) 767-6249
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(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: May 16, 2003 By :/s/Giovanni Iachelli
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Giovanni Iachelli, President