Dear Valued and Supportive Shareholder,

I wanted to take this opportunity to update you with the most recent events and developments with Prime and its interests. As most of you have recently become aware, Prime Holdings will no longer be pursuing the development of the Briza model. While we did acquire Briza with the assistance of Ashlin Capital, we no longer feel that the pursuit and development of the Briza model is in Prime’s best interest. It is unfortunate that this information was disseminated in such an abrupt fashion. I would have preferred to convey our decision not to continue to support the Briza concept to you in a more professional manner.

As you may recall from my last letter, I stated that there were many developmental and core questions that needed to be answered about the business and its investment requirements. These unanswered questions specifically related to the capital needs required to fulfill Briza’s business plan and the returns expected from those infusions.

After further due diligence, we determined that Prime’s investments would be better served in other areas which would yield faster and greater gains for the company and its loyal shareholders. We must be extremely prudent with our precious capital and when making investment decisions there must be no uncertainty or speculation. While I wish Briza well, my responsibility is to maintain capital efficient growth…period.

I believe that we must continue to support the interests that are already producing revenue and growth for Prime. The results yielded by Target and BusBoy are tangible – not speculative. Developments subsequent to our meeting in New York , made it abundantly clear to me where Prime’s focus should reside. While the focus and support will be to continue to grow these businesses, we will always be open to exploring profitable opportunities which are in line with Prime’s goals.

As I write this letter to you, I have received some updated information regarding Target Communications. For the last seven-day period beginning on Wednesday, April 28 th and ending Tuesday May 4 th, revenues were $28,179. This supports a projected run rate of just over $124,000 per month. This, my valued shareholders, is the kind of information I would like to provide you with on a regular basis – tangible not speculative. In addition, we expect to take delivery of the additional network equipment at our Houston Technical Operations center next week. As I had communicated to you previously, this equipment will serve to augment the network and allow Target to quadruple its business.

These results, along with the pending BusBoy transactions require 100% of our support and commitment. We must not jeopardize these flourishing opportunities by pursuing a “developmental model.” As always, I will continue to update you on the progress of Prime’s interests.

Respectfully,

Dear Valued Shareholder,

While working in Florida with Target this past week, some interesting developments arose with Briza and Target that I would like to address – and I want to clarify some misgivings and apparent misunderstandings with respect to Briza. So, let’s start with Briza.

Ashlin Capital first introduced us to the Briza opportunity last January. Ashlin had reviewed Briza’s business plan and based on many of the representations therein, passed it on to me to review. I liked the apparent opportunity, I shared it with others to review and in conversations with Ashlin Capital and Ivan Silva (Briza’s CEO) the business plan seemed to have merit and the capital needs were not egregious. Mr. Silva repeated to Ashlin Capital representatives and to me that his total capital requirements to begin cash flowing were $39,000, paid out over a three-month period. We checked out his references and confirmed the existence of certain relationships he purported to have in South America. It seemed as though it were a good investment—minimum risks with excellent potential return on investment.

On January 19 th, we signed a LOI with Briza just before the Mr. Silva left for a two- month trip to Brazil. Over the following two months I remained in touch with Silva according to the terms of the LOI. We financed his activities of reviewing and signing a series of agreements and LOI’s in preparation for the deployment of the Briza network. His funding requirements escalated as far as timing and we provided the bulk of the investment quickly.

Among the many LOI’s Silva signed in South America, the significant one was with Valista for the license use of its proprietary software for the Briza network to interface with the networks of the cellular telephone companies and financial institutions in Brazil. Silva represented that this relationship was strong, that we could acquire the license without any up front costs and that it was crucial to our deployment. He represented that this agreement was “in the bag.” In fact, Valista sent a draft of a license agreement for us to review and its terms were consistent with Silva’s representations.

With Silva still in Brazil, in late March we negotiated the terms of the Acquisition Agreement with Ashlin Capital’s assistance, and on March 27 th we reached agreement whereby we acquired 81% of Briza. We gave Silva the ability to earn a significant equity stake in Prime, based upon performance. Silva signed the Acquisition Agreement via electronic signature.

Soon after the acquisition agreement was completed, I was informed that Valista had changed the terms of the software license agreement, and demanded a $100,000 up front payment, in addition to the already agreed to 35 % on a revenue share basis. We told Silva that this was unacceptable and he indicated that we could develop our own software for a fraction of the cost. We then agreed to meet last month in New York to discuss this and the future of our relationship.

On April 19 th I flew to New York to meet with Silva who had just returned to the US. Upon reviewing his pro forma, I realized that with Valista out of the picture, it would now take an additional $283,000 over five months to fully deploy the Briza network. Silva wanted $50,000 to $100,000 immediately. This was a total shift in his business plan and we had to weigh the risks again against the possible rewards. After careful review, we determined the following: we own 81% of Briza; putting $283,000 into Briza is irresponsible as we are unsure that Briza can develop timely (and on budget) the software necessary to deploy the Briza products. Silva indicated that it would take many months to develop the software, many months to test it and months then try to ensure that the market will accept such software and the products attendant to it. Part of our decision to invest in Briza was the timing. There are many companies with similar software and product offerings — but with the Valista solution attached to Briza’s products, we thought we could beat the curve and get to market ahead of the competition.

So, as you can see, our decision to acquire Briza was based on minimal cost to get the product to market as well as the Valista relationship and its “zero” cost software solution. With Valista out of the picture, the future did not look too bright for Briza and we informed Silva that we would not provide the additional funding. Shortly thereafter he posted on his website that he did “not intend to do further business with PrimeHoldings.” We still own 81% of his company as we paid the amount agreed upon for that interest. Again, when we measured the risk of another $283,000 against the possible rewards attached thereto, the correct and responsible decision was to not provide further funding—we have a “cash cow” in Target Communications that will need additional capital and a further cash investment in Target (as discussed below) is a much safer risk with far great financial reward on the near horizon. Summary: the risks exceeded the rewards.

I believe the decision to abort Briza’s funding is the correct decision and is a positive step for Prime. We will attempt to work out a settlement with Briza that is equitable and fair for both Briza and Prime. Settling equitably with partners creates good business “karma”!

Now let’s talk about Target. I spent the last week working with Target and I am more encouraged than ever. Anyone who has worked in Telecom knows that attempting to start an international long distance company with tier one carriers is a multi million dollar investment—assuming that the principals have A+ contacts in that space. With Target, we have accomplished that with a very small investment. As you know, Target did $86,000 in revenues the first month of operation! We are on track to do between $120,000 and $130,000 this month. We are growing daily and adding new customers regularly. Last week we finished the acquisition of additional network access equipment and that was not easy, but we did it. This will allow us to do up to 40,000,000 minutes per month. When at capacity, the revenues from this equipment are anticipated to be in the $500,000 to $600,000 monthly range. We hope to need additional equipment this summer. The equipment is presently being configured in Houston and will be operational in about 2 weeks.

Target has an office in Boca Raton, Florida and will have full office capabilities in about 10 (ten) days. As I have said from the beginning, this opportunity (Target) literally “fell into my lap” and we are very fortunate to have a majority interest in this dynamic and very profitable business.

Finally, I am still trying to build an infrastructure with Prime. I am taking it very slowly to keep costs low. I am not on payroll—no one is on payroll. I pay those who help on a contract basis. I am hoping to have health insurance soon—but as of yet, I have not added any costs to our operation. I receive between 150 and 250 e-mails per day and I try to answer them all. You shareholders are the heart of our company and I want you to understand the struggles we have endured and now that things are moving in a positive direction, I want you to share the joy and relief I feel with turning our company around. Again, I did not do this alone. I have received help from many people—people who went without any pay for years simply because they believed in me and in our company. We will be successful. We will overcome all odds—and if that means cutting off funding for a subsidiary because it is not in the best interest of the entire company, I will do that. I am not afraid to make hard decisions. In the end, we will win because of determination, perseverance, great partners, excellent shareholders, hard work and good solid opportunities that bring revenues into our company.

With respect,