UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

                 For the quarterly period ended - June 30, 2002

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

               For the transition period from ________ to ________

                         Commission file number 0-31047


                                Rim Holdings Inc.
                 ----------------------------------------------
                 (Name of small business issuer in its charter)


           Nevada                                       86-0995730
-------------------------------            ------------------------------------
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
incorporation or organization)


          7579 E. Main, Suite 600, Scottsdale, AZ                       85251
---------------------------------------------------------------       ---------
(Address of Principal executive offices) (as of date of filing)       (Zip Code)


                    Issuer's telephone number (480) 970-3336

     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 such filing requirements for the past 90 days. Yes [X] No [ ]

               APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

     Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the  distribution  of
securities under a plan confirmed by court. Yes [ ] No [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

     State the number of shares  outstanding of each of the issuer's  classes of
common equity, as of June 30, 2002: 7,697,933

     Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]
<PAGE>
                                RIM HOLDINGS INC.

                                  FORM 10-QSB

                  FOR THE QUARTERLY PERIOD ENDED June 30, 2002

                                                                            Page
                                                                            ----
PART I

      Item 1.  Financial Statements                                            1

      Item 2.  Management's Discussion and Analysis or Plan of Operation       9

PART II

      Item 1.  Legal Proceedings                                              12

      Item 2.  Changes in Securities                                          12

      Item 3.  Defaults Upon Senior Securities                               N/A

      Item 4.  Submission of Matter to a Vote of Security Holders            N/A

      Item 5.  Other Matters                                                 N/A

      Item 6.  Exhibits and Reports on Form 8-K                               12

SIGNATURES                                                                    13
<PAGE>
ITEM 1. FINANCIAL STATEMENTS

                        RIM HOLDINGS INC. AND SUBSIDIARY
                      UNAUDITED CONSOLIDATED BALANCE SHEET
                   AS OF JUNE 30, 2002 AND SEPTEMBER 30, 2001

                                     ASSETS

                                                        June 30,   September 30,
                                                          2002         2001
                                                        --------     --------
CURRENT ASSETS

  Cash & Cash Equivalents                               $     --     $ 18,961
  Accounts Receivable-Trade, Net of allowance for
    doubtful accounts of $ 2,350 & 62,143
    as of June 30, 2002 and September 30, 2001,
    respectively                                          20,892      187,265
  Due From Employees                                         963           --
  Other Current Assets                                        --          424
                                                        --------     --------

TOTAL CURRENT ASSETS                                    $ 21,855     $206,650

Property and Equipment-Net                                45,760       85,061

OTHER ASSETS

  Deferred Offering Costs                               $     --     $ 13,229
  Deposits                                                 1,277        1,910
  Cash Surrender Value of Life Insurance                   1,221        1,131
  Note Receivable-Related Party                              958       20,323
                                                        --------     --------

                                                        $ 77,071     $328,304
                                                        ========     ========

     The accompanying notes are an integral part of the financial statements

                                       1
<PAGE>
                        RIM HOLDINGS INC. AND SUBSIDIARY
                      UNAUDITED CONSOLIDATED BALANCE SHEET
                   AS OF JUNE 30, 2002 AND SEPTEMBER 30, 2001

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

                                                       June 30,   September 30,
                                                         2002         2001
                                                      ---------    ---------
CURRENT LIABILITIES

Bank Line of Credit                                   $  72,499    $  73,586
Current Portion of Capital Leases Obligations            12,563       31,628
Current Portion of Note Payables                         11,859           --
Accounts Payable
-Trade                                                  204,678      209,202
-Other                                                   76,560       60,378
Cash Overdraft                                            2,296
Accrued Expenses                                        101,087      153,172
Deferred Revenues                                        27,162      106,353
                                                      ---------    ---------

TOTAL CURRENT LIABILITIES                               508,704      634,319

Capital Lease Obligations, Less Current Portion              --        6,708

STOCKHOLDERS' EQUITY (DEFICIT)
Preferred Stock, 10,000,000 shares authorized;
  no shares issued or outstanding                            --           --
Common Stock, .001 par value 20,000,000 shares
  authorized; 7,697,933 & 5,123,936 issued and
  outstanding at June 30, 2002 &
  September 30, 2001, respectively                        7,698        5,124
Additional Paid In Capital                              483,682      380,278
Accumulated Deficit                                     929,013     (698,125)
                                                      ---------    ---------

TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                   (437,633)    (312,723)
                                                      ---------    ---------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)  $  77,071    $ 328,304
                                                      =========    =========

     The accompanying notes are an integral part of the financial statements

                                       2
<PAGE>
                        RIM HOLDINGS INC. AND SUBSIDIARY
                 UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS
               NINE AND THREE MONTHS ENDED, JUNE 30, 2002 AND 2001

<TABLE>
<CAPTION>
                                    Nine Months Ended June 30,    Three Months Ended June 30,
                                    --------------------------    ---------------------------
                                        2002           2001           2002           2001
                                    -----------    -----------    -----------    -----------
<S>                                 <C>            <C>            <C>            <C>
REVENUE

  Service                           $   420,640    $   812,866    $   101,342    $   266,222
  Products                              176,138        532,426        117,244        170,956
                                    -----------    -----------    -----------    -----------
                                        596,778      1,345,292        218,586        437,178
                                    -----------    -----------    -----------    -----------
COST OF SALES

  Service                               272,273        416,147         69,435        152,110
  Products                              155,885        476,084         96,425        159,681
                                    -----------    -----------    -----------    -----------
                                        428,158        892,231        165,860        311,791
                                    -----------    -----------    -----------    -----------
GROSS PROFIT                        $   168,620    $   453,061    $    52,726    $   125,387

General & Administrative Expenses       386,865        634,396         90,550        223,363
                                    -----------    -----------    -----------    -----------

LOSS FROM OPERATIONS                $  (218,245)   $  (181,335)   $   (37,824)   $   (97,976)

OTHER INCOME (EXPENSE)

  Interest Income                           661          2,781             19            514
  Interest Expense                      (22,389)       (15,451)        (8,065)        (5,747)
  Other Income                            9,085            597            372            182
                                    -----------    -----------    -----------    -----------
                                        (12,643)       (12,073)        (7,674)        (5,051)
                                    -----------    -----------    -----------    -----------

NET LOSS                            $  (230,888)   $  (193,408)   $   (45,498)   $  (103,027)
                                    ===========    ===========    ===========    ===========

BASIC LOSS PER SHARE                $     (0.04)   $     (0.04)   $     (0.01)   $     (0.02)
                                    ===========    ===========    ===========    ===========
WEIGHTED AVERAGE
  SHARES OUTSTANDING                  5,701,827      4,743,258      6,664,962      4,761,433
                                    ===========    ===========    ===========    ===========
</TABLE>

     The accompanying notes are an integral part of the financial statements

                                       3
<PAGE>
                        RIM HOLDINGS INC. AND SUBSIDIARY
  UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                    FOR THE NINE MONTHS ENDED, JUNE 30, 2002

<TABLE>
<CAPTION>
                                                           Common Stock         Additional     Retained    Stockholders'
                                                     -----------------------      Paid-In      Earnings       Equity
                                                      Shares         Amount       Capital      (Deficit)     (Deficit)
                                                     ---------     ---------     ---------     ---------     ---------
<S>                                                  <C>           <C>           <C>            <C>           <C>
Balance at September 30, 2001                        5,123,936     $   5,124     $ 380,278     $(698,125)    $(312,723)

Stock Issued for Services                              348,997           349        65,422                      65,771

Issuance of Common Stock for Cash                    2,225,000         2,225       109,025                     111,250

Offering Costs                                                                     (71,043)                    (65,043)

Net Loss for the Nine Months Ended June 30, 2002                                                (230,888)     (230,888)
                                                     ---------     ---------     ---------     ---------     ---------

Balance at March 31, 2002                            7,697,933     $   7,698     $ 489,682     $(929,013)    $(437,633)
                                                     =========     =========     =========     =========     =========
</TABLE>

     The accompanying notes are an integral part of the financial statements

                                       4
<PAGE>
                        RIM HOLDINGS INC. AND SUBSIDIARY
                 UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS
               FOR THE THREE MONTHS ENDED, JUNE 30, 2002 AND 2001

                                                       For the Three Months
                                                          Ended June 30,
                                                      ----------------------
                                                         2002         2001
                                                      ---------    ---------
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss)                                     $ (45,498)   $(103,027)
Adjustment to Reconcile Net Income to Net Cash
  Provided By Operating Activities:
  Depreciation / Amortization                            13,100       13,914
  Stock and Options Issued for Services                  14,410       90,885
  Net Proceeds From Private Placement Offering           40,207           --
  Accrued Interest on Related Party Loan                                 454
  Cash Surrender Value of Life Insurance - Non Cash          --        1,384
  Changes in Operating Assets and Liabilities:
    Accounts Receivable - Trade                          27,593       86,870
    Other Assets                                          5,981       (1,910)
    Accounts Payable - Trade                            (44,077)     (20,279)
    Accounts Payable - Other                             12,998      (59,729)
    Accrued Expenses                                     (8,263)      16,672
    Deferred Revenue                                     (4,138)     (23,391)
                                                      ---------    ---------
NET CASH PROVIDED BY OPERATING ACTIVITIES             $  12,313    $   1,843
                                                      ---------    ---------
CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of Fixed Assets                            $      --    $  (2,001)
  Collection of Related Party Note Receivable                --        9,039
                                                      ---------    ---------
NET CASH PROVIDED BY INVESTING ACTIVITIES             $      --    $   7,038
                                                      ---------    ---------
CASH FLOWS FROM FINANCING ACTIVITIES
  Repayment of Bank Line of Credit                    $      (1)   $      --
  Repayment on Capital Lease Obligations                 (5,636)          --
  Repayment of Debt                                        (500)     (24,571)
  Proceeds From Debt                                          0        6,572
                                                      ---------    ---------
NET CASH USED BY FINANCING ACTIVITIES                 $  (6,137)   $ (17,999)
                                                      ---------    ---------
NET INCREASE (DECREASE) IN CASH                       $   6,176    $  (9,118)

CASH AT BEGINNING OF YEAR                                (8,472)       8,182
                                                      ---------    ---------
CASH AS OF JUNE 30, 2002 and 2001                     $  (2,296)   $    (936)
                                                      =========    =========
Supplementary Cash Flow Information:
Cash paid during the period for interest              $   5,008    $   5,747
                                                      =========    =========

     The accompanying notes are an integral part of the financial statements

                                       5
<PAGE>
                        RIM HOLDINGS INC. AND SUBSIDIARY
                 UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS
                FOR THE NINE MONTHS ENDED, JUNE 30, 2002 AND 2001

                                                          For the Nine Months
                                                             Ended June 30,
                                                        ----------------------
                                                           2002         2001
                                                        ---------    ---------
CASH FLOWS FROM OPERATING ACTIVITIES
  Net Income (Loss)                                     $(230,888)   $(193,408)
  Adjustment to Reconcile Net Income to Net Cash
    Provided By Operating Activities:

    Depreciation / Amortization                            39,301       39,574
    Stock and Options Issued for Services                  65,771       90,885
    Net Proceeds From Private Placement Offering           40,207           --
    Accrued Interest on Related Party Loan                     --         (291)
    Cash Surrender Value of Life Insurance - Non Cash          --        1,461
    Changes in Operating Assets and Liabilities:
      Accounts Receivable - Trade                         166,373     (176,578)
      Other Assets                                         13,233       (1,910)
      Accounts Payable - Trade                             (4,524)     109,228
      Accounts Payable - Other                             16,182      (43,561)
      Accrued Expenses                                    (52,085)      75,943
      Deferred Revenue                                    (79,191)     (14,410)
                                                        ---------    ---------
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES        $ (25,621)   $(113,067)
                                                        ---------    ---------
CASH FLOWS FROM INVESTING ACTIVITIES
  Collection of Related Party Note Receivable              19,365    $  30,109
  Purchase of Fixed Assets                                     --      (25,496)
                                                        ---------    ---------
NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES        $  19,365    $   4,613
                                                        ---------    ---------
CASH FLOWS FROM FINANCING ACTIVITIES
  Repayment of Bank Line of Credit                         (1,087)   $      --
  Repayment on Capital Lease Obligations                  (25,773)          --
  Repayment of Debt                                        (3,900)     (41,079)
  Proceeds From Debt                                       15,759       44,935
                                                        ---------    ---------
NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES        $ (15,001)   $   3,856
                                                        ---------    ---------
NET INCREASE (DECREASE) IN CASH                         $ (21,257)   $(104,598)

CASH AT BEGINNING OF YEAR                                  18,961      103,662
                                                        ---------    ---------
CASH AS OF JUNE 30, 2002 AND 2001                       $  (2,296)   $    (936)
                                                        =========    =========
Supplementary Cash Flow Information:
Cash paid during the period for interest                $  19,332    $  15,451
                                                        =========    =========

     The accompanying notes are an integral part of the financial statements

                                       6
<PAGE>
                        RIM HOLDINGS INC. AND SUBSIDIARY
              UNAUDITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2002


1.   SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION:

The accompanying financial statements have been prepared by the Company, without
audit,  and reflect  all  adjustments  that are,  in the opinion of  management,
necessary  for a fair  statement  of the results for the  interim  periods.  The
statements have been prepared in accordance with generally  accepted  accounting
principles  for  interim   financial   reporting  and  Securities  and  Exchange
Commission  regulations.  Certain information and footnote  disclosures normally
included in financial  statements prepared in accordance with generally accepted
accounting  principles have been condensed or omitted pursuant to such rules and
regulations.  In the opinion of management, the financial statements reflect all
adjustments  (of a normal and  recurring  nature) which are necessary for a fair
presentation of the financial position, results of operations and cash flows for
the interim  periods.  The results of operations for the three months ended June
30, 2002 are not  necessarily  indicative  of the results to be expected for the
entire fiscal year.

These  financial  statements  should be read in  conjunction  with the financial
statements  and notes thereto  included in the  Company's  annual report on Form
10K-SB for the fiscal year ended September 30, 2001.

PRINCIPLES OF CONSOLIDATION:

The consolidated financial statements include the financial position, results of
operations, and cash flows of Rim Holdings Inc. and its wholly-owned subsidiary,
Rimmer  Computer,  Inc.. All material  intercompany  transactions,  accounts and
balances have been eliminated in consolidation.

NET LOSS PER SHARE:

Basic net loss per common  share is computed  based on weighted  average  shares
outstanding and excludes any potential dilution from stock options,  warrants or
other common stock equivalents. Basic net loss per share is computed by dividing
loss available to common  shareholders by the weighted  average number of common
shares outstanding for the period.

Diluted net loss per common share reflects  potential dilution from the exercise
or conversion of securities  into common stock or from other  contracts to issue
common stock.  Diluted earnings per share are not presented,  as their effect is
antidilutive.

                                       7
<PAGE>
                        RIM HOLDINGS INC. AND SUBSIDIARY
              UNAUDITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2002


1.   SIGNIFICANT ACCOUNTING POLICIES (Continued)

USE OF ESTIMATES:

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect the  reported  amounts  of assets and  liabilities,  and  disclosures  of
contingent assets and liabilities at the date the financial statements,  and the
reported  amount of revenues and expenses  during the reporting  period.  Actual
results could differ from those estimates.

2.   ISSUANCES OF NEW SHARES

During the quarter ended June 30, 2002,  the Company  issued  144,100  shares of
common stock to consultants for services. The shares were valued at $14,410.

Under the Company's  private placement  offering,  during the quarter ended June
30,  2002,  2,225,000  shares  were  issued for cash.  The shares were valued at
$111,250.

3.   OFFERING COSTS

Offering costs consist  primarily of commissions paid relating to the additional
equity financing through the Company's private placement  offering.  These costs
are charged  against the  proceeds of the sale of common  stock in the period in
which they occur.

4.   GOING CONCERN

The Company's financial statements have been presented on the basis that it is a
going concern, which contemplates the realization of assets and the satisfaction
of liabilities in the normal course of business. The Company has a stockholders'
deficit at June 30, 2002, in an amount of $ 437,633 and negative working capital
in the  amount  of $  486,849.  The  Company  has  also  generated  losses  from
operations  in the prior  years.  The  financial  statements  do not include any
adjustments that might result from the outcome of this uncertainty.

                                       8
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The  statements  contained  in  this  document  which  are  not  historical  are
forward-looking  statements  that are  subject to risks and  uncertainties  that
could cause  actual  results to differ  materially  from those  expressed in the
forward-looking statements, including, but not limited to, the Company's ability
to market its  products  and services  and future  customer  acceptance  for its
products  and  services,  and other risks  detailed in this  document  and other
documents made available to investors.

RESULTS OF OPERATION

QUARTER ENDING JUNE 30, 2002

During  the  quarter  ended  June 30,  2002 the  Company  produced a net loss of
$45,498 on  revenues  of  $218,586,  as  compared  to a net loss of  $103,027 on
revenues  of $437,178  for the same  quarter of the prior  year.  The  Company's
revenues in the quarter ended June 30, 2002 were $218,592 (50.0%) lower than the
same quarter of the preceding year, primarily as a result of recessionary forces
in the economy and the  Company's  liquidity  problems.  The Company is hopeful,
without  assurance,  that it will be able to  generate  more  revenues in future
quarters.

The  Company's  gross  profit in the quarter  ended June 30, 2002  decreased  by
$72,661  (57.9%) over the same quarter of the prior year.  The  Company's  gross
profit on its service revenues decreased by $82,205 (72.0%) and the gross profit
on its products  revenues  increased by $9,542  (84.6%) over the same quarter of
the prior year. The Company's gross margin on its service revenues was 31.5% and
on its product  revenues was 17.8% during the quarter  ended June 30, 2002.  The
Company hopes to increase its gross margins on its future revenues by increasing
its productivity through remote repair technology.

The Company's general and  administrative  expense decreased by $132,813 (59.5%)
during the quarter  ended June 30, 2002 in comparison to the same quarter of the
prior year.  This cost decrease  resulted  primarily from cutting  personnel and
unnecessary  costs.  The Company is hopeful of further  reducing its overhead in
the next quarter.

Interest  expense  increased by $2,318 (40.3%) during the quarter ended June 30,
2002 over the same  quarter of the prior  year,  as a result of the  increase in
credit  card debt from the prior year.  The Company is hopeful  this debt can be
reduced substantially in the coming year from internally generated cash flow and
additional  funding  sources.  The  Company is also hoping to  consolidate  this
credit card debt into a debt with a lower interest rate.

                                       9
<PAGE>
NINE MONTH PERIOD ENDING JUNE 30, 2002

During the nine month period ended June 30, 2002 the Company produced a net loss
of $230,888 on  revenues of  $596,778,  as compared to a net loss of $193,408 on
revenues of  $1,345,292  for the same period of the prior  year.  The  Company's
revenues  in the nine month  period  ended June 30, 2002 were  $748,514  (55.6%)
lower than the same period of the  preceding  year,  primarily  as a result of a
48.6% decrease in service revenues and a 66.9% decrease in product sales.  These
revenue  decreases  were  caused by  recessionary  forces in the economy and the
Company's  liquidity  problems.  The Company is hopeful  that it will be able to
generate greater revenues in the future.

The  Company's  gross  profit  in the nine  month  period  ended  June 30,  2002
decreased  by  $284,441  (62.8%)  over the same  period of the prior  year.  The
Company's gross profit on its service revenues decreased by $248,452 (62.6%) and
the gross profit on its products revenues  decreased by $36,089 (64.1%) over the
same  period  of the prior  year.  The  Company's  gross  margin on its  service
revenues  was 35.2% and on its product  revenues was 11.5% during the nine month
period ended June 30, 2002.  The Company  hopes to increase its gross margins on
its future  revenues  by  increasing  its  productivity  through  remote  repair
technology.

The Company's general and  administrative  expense decreased by $247,531 (39.0%)
during  the nine month  period  ended June 30,  2002 in  comparison  to the same
period of the prior year.  This cost decrease  resulted  primarily  from cutting
personnel and unnecessary  costs. The Company is hopeful of further reducing its
overhead in the next quarter.

Interest expense  increased by $6,938 (44.9%) during the nine month period ended
June 30,  2002  over the same  period  of the  prior  year,  as a result  of the
increase in credit card debt from the prior  year.  The Company is hopeful  this
debt can be reduced  substantially in the coming year from internally  generated
cash  flow and  additional  funding  sources.  The  Company  is also  hoping  to
consolidate this credit card debt into a debt with a lower interest rate.

                                       10
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

The Company  commenced a private  stock  offering in April 2002 and through July
31, 2002 has received  approximately  $40,000 in net offering proceeds which has
been used  primarily to reduce debt.  In the coming  months the Company hopes to
secure  additional  equity  financing to further  reduce its debt and to finance
growth through  acquisitions.  There is no assurance the Company will be able to
secure  additional  financing,  because the Company does not have any commitment
for such financing at this time.

The Company's current  liabilities  decreased by $128,672 (20.3%) from September
30, 2001 to June 30, 2002, primarily as a result of decreased deferred revenues,
decreased  accrued  expenses and  decreased  capital lease  obligations.  In the
future the Company may  negotiate to pay some accrued  expenses  with its common
stock.  Therefore,  the Company  anticipates its accounts  payable  situation to
improve  throughout  2002.  However,  the Company will  continue to seek working
capital through equity financing in the coming months.

The Company's debt  resources have been utilized for a total of $157,793  during
the  nine-month  period ended June 30, 2002.  This debt is comprised of one bank
loan,  three notes  payable,  an equipment  loan and several  credit card loans.
Rimmer is paying an  annual  rate of  approximately  11.85% on the bank line and
18.7% on the credit card debt at June 30, 2002.  The bank debt of $72,500 became
due in the last quarter of fiscal year 2000, although the bank has not requested
repayment  as of August 9, 2002.  During 2002 the Company is hopeful of reducing
the amount of this debt through  internally  generated  cash flow or,  possibly,
re-financing the credit card debt at a lower interest rate.

In July  2002 the  Internal  Revenue  Service  filed a tax lien  against  Rimmer
Computer, Inc., Registrant's subsidiary, in the amount of approximately $26,000.
This lien  results  from  unpaid  employee  withholding  taxes in 1999 and 2000.
Registrant  hopes to pay this  debt this year  from  proceeds  from its  current
equity offering.

Future  acquisitions of the Company will be funded by using the Company's common
stock. The Company does anticipate  expending cash to expand the revenues of any
business  it may  acquire  in the  future,  so the  Company  may need to  obtain
additional  funds for such  expansion,  as well as  Rimmer's  expansion,  in the
future.  There is no  assurance  that the  Company  will be able to acquire  any
business  in  the  future,   since  the  Company  has  not  yet   completed  any
acquisitions.

                                       11
<PAGE>
                          PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

     None

ITEM 2. CHANGES IN SECURITIES.

     During the quarter ended June 30, 2002 Registrant  issued  2,225,000 shares
of  restricted  stock to 22  investors  in exchange  for $40,207 in net offering
proceeds. These investors were "Accredited Investors" as that term is defined in
Rule 501 of Regulation  D. This  offering was conducted in compliance  with Rule
506 of Regulation D.

     All other securities issued by Registrant during the quarter ended June 30,
2002 were registered with the SEC.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     (a)  EXHIBITS

          99.1      Certificate of Chief  Executive  Officer and Chief Financial
                    Officer.

     (b)  REPORTS ON FORM 8-K

          There were no Reports on Form 8-K filed during the quarter  ended June
          30, 2002.

                                       12
<PAGE>
                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto authorized.

                                RIM HOLDINGS INC.


Date: August 10, 2002           By: /s/ Christina M. Strauch
                                    ------------------------------------------
                                    Christina M. Strauch, Chairman and Treasurer
                                    (Chief Executive Officer and Chief
                                    Financial and Accounting Officer)

                                       13