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 - March 31, 2004

[ ] 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 the latest practicable date: at May 11, 2004 - 18,740,967

     Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]

<PAGE>

                               RIM HOLDINGS INC.

                                  FORM 10-QSB

                  FOR THE QUARTERLY PERIOD ENDED March 31, 2004

                                                                            Page
                                                                            ----

Item 1. Financial Statements..............................................    3

Unaudited Financial Statements:
     Balance Sheet........................................................    3
     Statement of Operations..............................................    5
     Statement of Changes in Stockholders' Equity (Deficit)...............    6
     Statement of Cash Flows..............................................    7
     Notes to Financial Statements........................................    9

Item 2. Management's Discussion and Analysis or Plan of Operation.........   12

Item 3. Controls and Procedures...........................................   14

PART II

Item 1. Legal Proceedings.................................................   15

Item 2. Changes in Securities.............................................   15

Item 3. Defaults Upon Senior Securities...................................  N/A

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

Item 5. Other Information.................................................  N/A

Item 6. Exhibits and Reports on Form 8-K..................................   15

SIGNATURE.................................................................   16

                                       2
<PAGE>

                                     PART I

ITEM 1.  FINANCIAL STATEMENTS

                        RIM HOLDINGS, INC. AND SUBSIDIARY
                      UNAUDITED CONSOLIDATED BALANCE SHEET
                   AS OF MARCH 31, 2004 AND SEPTEMBER 30, 2003


                                     ASSETS

                                                   March 31,      September 30,
                                                     2004             2003
                                                 ------------     -------------
CURRENT ASSETS

Cash and Cash Equivalents                        $         --     $          --
Accounts Receivable-Trade, Net allowance
   for doubtful accounts of $913 as of
   September 30, 2003                                   2,956            41,824
Prepaid Expenses                                       27,651                --
Other Current Assets                                       --               963
                                                 ------------     -------------
TOTAL CURRENT ASSETS                                   30,607            42,787

Property and Equipment-Net                             11,370            17,459

OTHER ASSETS

License                                                 8,999             9,333
Deposits                                                1,277             1,277
Cash Surrender Value of Life Insurance                    596             1,442
                                                 ------------     -------------
                                                 $     52,849     $      72,298
                                                 ============     =============



     THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS

                                       3
<PAGE>

                        RIM HOLDINGS, INC. AND SUBSIDIARY
                      UNAUDITED CONSOLIDATED BALANCE SHEET
                   AS OF MARCH 31, 2004 AND SEPTEMBER 30, 2003


                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

                                                   March 31,      September 30,
                                                     2004             2003
                                                 ------------     -------------
CURRENT LIABILITIES

Current Portion of Note Payables                 $      1,491     $       3,990
Current Portion of Capital Leases Obligations              --             2,386
Note Payables - Related Party                           8,437             2,473
Bank Line of Credit                                    72,399            72,399
Accounts Payable
-Trade                                                 78,274            81,665
-Other                                                 77,083           175,751
Cash Overdraft                                         12,433             4,560
Accrued Expenses                                       56,321           118,937
Deferred Revenues                                      18,774            27,016
                                                 ------------     -------------
TOTAL CURRENT LIABILITIES                        $    325,212     $     489,177

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; 18,740,967
   and 8,820,873 issued and outstanding at
   March 31, 2004 and September 30, 2003,
   respectively                                        18,741             8,821
Additional Paid In Capital                            799,907           531,901
Accumulated Deficit                                (1,091,011)         (957,601)
                                                 ------------     -------------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                 (272,363)         (416,879)
                                                 ------------     -------------
                                                 $     52,849     $      72,298
                                                 ============     =============


     THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS

                                       4
<PAGE>

                        RIM HOLDINGS, INC. AND SUBSIDIARY
                 UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS
              SIX AND THREE MONTHS ENDED, MARCH 31, 2004 AND 2003

<TABLE>
<CAPTION>
                                        Six Months Ended March 31,          Three Months Ended March 31,
                                         2004               2003               2004              2003
                                      ----------         ----------         ----------        ----------
<S>                                   <C>                <C>                <C>               <C>
REVENUE

   Service                            $  106,808         $  230,303         $   56,543        $   99,623
   Products                               52,176            149,883              3,836            86,263
                                      ----------         ----------         ----------        ----------
                                         158,984            380,186             60,379           185,886
                                      ----------         ----------         ----------        ----------
COST OF SALES

   Service                                53,941            122,911             30,825            55,742
   Products                               52,906            110,481              3,905            62,959
                                      ----------         ----------         ----------        ----------
                                         106,847            233,392             34,730           118,701
                                      ----------         ----------         ----------        ----------

GROSS PROFIT                          $   52,137         $  146,794         $   25,649        $   67,185

General and Administrative Expenses      177,429            171,276             99,472            88,642
                                      ----------         ----------         ----------        ----------

LOSS FROM OPERATIONS                  $ (125,292)        $  (24,482)        $  (73,823)       $  (21,457)

OTHER INCOME (EXPENSE)

   Interest Income                            --                 24                 --                --
   Interest Expense                       (8,118)           (15,775)            (5,125)           (9,526)
   Other Income                               --              2,387                 --                --
                                      ----------         ----------         ----------        ----------
                                          (8,118)           (13,364)            (5,125)           (9,526)
                                      ----------         ----------         ----------        ----------
NET LOSS                              $ (133,410)        $  (37,846)        $  (78,948)       $  (30,983)
                                      ==========         ==========         ==========        ==========
BASIC LOSS PER SHARE                  $    (0.01)        $    (0.00)        $    (0.01)       $    (0.00)
                                      ==========         ==========         ==========        ==========
WEIGHTED AVERAGE
   SHARES OUTSTANDING                 10,752,269          8,301,428         12,571,334         8,301,428
                                      ==========         ==========         ==========        ==========
</TABLE>

     THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS

                                       5
<PAGE>

                        RIM HOLDINGS, INC. AND SUBSIDIARY
  UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                    FOR THE SIX MONTHS ENDED, MARCH 31, 2004

<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, 2002              8,097,933   $      7,718    $    499,337    $   (925,229)   $    (418,174)

Stock Issued for Offering Costs               10,000             10             (10)

Issuance of Common Stock for Services        312,940            693          14,954                           15,647

Issuance of Common Stock for Cash            200,000            200           9,800                           10,000

Common Stock Issued for
   Licensing Agreement                       200,000            200           9,800                           10,000

Offering Costs                                                               (1,980)                          (1,980)

Net Loss for the Year
   Ended, September 30, 2003                                                                (32,372)         (32,372)
                                          ----------   ------------    ------------    ------------    -------------
Balance at September 30, 2003              8,820,873   $      8,821    $    531,901    $   (957,601)   $    (416,879)
                                          ----------   ------------    ------------    ------------    -------------

Issuance of Common Stock for Services      5,920,094          5,920         192,006                          197,926

Issuance of Common Stock for Salaries      4,000,000          4,000          76,000                           80,000

Net Loss for the Six Months
   Ended, March 31, 2004                                                                   (133,410)        (133,410)
                                          ----------   ------------    ------------    ------------    -------------
Balance at March 31, 2004                 18,740,967   $     18,741    $    799,907    $ (1,091,011)   $    (272,363)
                                          ==========   ============    ============    ============    =============
</TABLE>

     THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS

                                       6
<PAGE>

                        RIM HOLDINGS, INC. AND SUBSIDIARY
                 UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS
              FOR THE THREE MONTHS ENDED, MARCH 31, 2004 AND 2003


                                                    For the Three Months Ended
                                                             March 31,
                                                       2004            2003
                                                   ------------    ------------
CASH FLOWS FROM OPERATING ACTIVITIES

Net Income (Loss)                                  $    (78,948)   $    (30,983)

Adjustment to Reconcile Net Income to Net Cash
   Provided By Operating Activities:
   Depreciation/Amortization                                167           7,740
   Stock and Options Issued for Services                177,926          10,000
   Stock Issued for Wages                                80,000              --
   Changes in Operating Assets and Liabilities:
      Accounts Receivable - Trade                        16,537          (1,294)
      Prepaid Expenses                                  (27,651)             --
      Other Current Assets                                  963           1,059
      Other Assets                                          (69)             --
      Accounts Payable - Trade                               (5)          9,370
      Accounts Payable - Other                         (105,308)           (492)
      Accrued Expenses                                  (72,282)         (1,516)
      Deferred Revenue                                   (6,959)         (3,221)
                                                   ------------    ------------
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES   $    (15,629)   $     (9,337)
                                                   ------------    ------------
CASH FLOWS FROM INVESTING ACTIVITIES
   Purchase of Fixed Assets                                (544)             --
   Collection of Related Party Note Receivable               --              --
                                                   ------------    ------------
NET CASH  PROVIDED BY INVESTING ACTIVITIES         $       (544)   $         --
                                                   ------------    ------------
CASH FLOWS FROM FINANCING ACTIVITIES
   Proceeds From Note Payables-Related Party       $      1,843    $         --
   Repayment of Bank Line of Credit                          --            (100)
   Repayment on Capital Lease Obligations                    --          (2,830)
   Repayment of Debt                                       (999)         (1,181)
   Proceeds From Debt                                        --              --
                                                   ------------    ------------
NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES   $        844    $     (4,111)
                                                   ------------    ------------
NET INCREASE (DECREASE) IN CASH                    $    (15,329)   $    (13,448)

CASH AT BEGINNING OF YEAR                                 2,896             939
                                                   ------------    ------------
CASH AS OF MARCH 31, 2004 and 2003                 $    (12,433)   $    (12,509)
                                                   ============    ============
Supplementary Cash Flow Information:

Cash paid during the period for interest           $      5,125    $      9,526
                                                   ============    ============


     THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS

                                       7
<PAGE>

                        RIM HOLDINGS, INC. AND SUBSIDIARY
                 UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS
               FOR THE SIX MONTHS ENDED, MARCH 31, 2004 AND 2003


                                                     For the Six Months Ended
                                                             March 31,
                                                       2004            2003
                                                   ------------    ------------

CASH FLOWS FROM OPERATING ACTIVITIES

Net Income (Loss)                                  $   (133,410)   $    (37,846)

Adjustment to Reconcile Net Income to Net Cash
   Provided By Operating Activities:
   Depreciation/Amortization                              6,967          15,071
   Stock and Options Issued for Services                197,926          15,647
   Stock Issued for Wages                                80,000              --
   Changes in Operating Assets and Liabilities:
      Accounts Receivable - Trade                        38,868           7,895
      Prepaid Expenses                                  (27,651)             --
      Other Current Assets                                  963              --
      Other Assets                                          846              --
      Accounts Payable - Trade                           (3,391)           (927)
      Accounts Payable - Other                          (98,668)          5,171
      Accrued Expenses                                  (62,616)         (1,519)
      Deferred Revenue                                   (8,242)         (3,217)
                                                   ------------    ------------
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES   $     (8,408)   $        275
                                                   ------------    ------------
CASH FLOWS FROM INVESTING ACTIVITIES
   Collection of Related Party Note Receivable     $         --    $      1,202
   Purchase of Fixed Assets                                (544)         (8,198)
                                                   ------------    ------------
NET CASH  PROVIDED (USED) BY INVESTING ACTIVITIES  $       (544)   $     (6,996)
                                                   ------------    ------------
CASH FLOWS FROM FINANCING ACTIVITIES
   Repayment of Bank Line of Credit                $         --    $       (100)
   Proceeds From Note Payables-Related Party              5,964              --
   Repayment on Capital Lease Obligations                (2,386)         (5,759)
   Repayment of Debt                                     (2,499)           (618)
   Proceeds From Capital Lease Obligations                   --           8,198
                                                   ------------    ------------
NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES          1,079           1,721
                                                   ------------    ------------
NET INCREASE (DECREASE) IN CASH                    $     (7,873)   $     (5,000)

CASH AT BEGINNING OF YEAR                                (4,560)         (7,509)
                                                   ------------    ------------
CASH AS OF MARCH 31, 2004 AND 2003                 $    (12,433)   $    (12,509)
                                                   ============    ============
Supplementary Cash Flow Information:

Cash paid during the period for interest           $      8,118    $     15,775
                                                   ============    ============


     THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS

                                       8
<PAGE>

                        RIM HOLDINGS, INC. AND SUBSIDIARY
              UNAUDITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2004


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 March
31, 2004 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, 2003.

PRINCIPLES OF CONSOLIDATION:

The consolidated financial statements include the financial position, results of
operations,  and cash flows of Rim.Com  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.


                                       9
<PAGE>

                        RIM HOLDINGS, INC. AND SUBSIDIARY
              UNAUDITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2004


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.

STOCK BASED COMPENSATION:

The Company has adopted FAS No. 123, "Accounting for Stock-Based  Compensation."
Under FAS No. 123,  companies  can,  but are not required to, elect to recognize
compensation  expense for all stock-based awards using a fair value methodology.
The Company has adopted the disclosure-only  provisions, as permitted by FAS No.
123.  The Company  applies APB  Opinion  No. 25 and related  interpretations  in
accounting  for  its  stock-based  plans.  Accordingly,   there  is  no  related
compensation  expense  recorded in the Company's  financial  statements  for the
periods  presented.  Had  compensation  cost for stock-based  compensation  been
determined  based on the fair value of the options at the grant dates consistent
with the method of SFAS 123, the  Company's  net loss and loss per share for the
three  months  ended March 31, 2004 and 2003 would have been  reduced to the pro
forma amounts presented below:

                                                        Three Months Ended
                                                             March 31,
                                                   ----------------------------
                                                       2004            2003
                                                   ------------    ------------

Net Loss:                                          $    (78,948)   $    (30,983)
   As Reported
      Add: Stock-based employee compensations
           expense included in reported net
           income, net of related tax effects      $         --    $         --

       Deduct: Total stock based employee
           Compensation expense determined
           Under fair value based method for
           all awards, net of related tax effects  $         --    $         --
                                                   ------------    ------------
Proforma net loss                                  $   (78,948)    $    (30,983)
                                                   ============    ============
Less per share:
   As reported                                     $      (0.00)   $      (0.00)

   Proforma                                        $      (0.00)   $      (0.00)


                                       10
<PAGE>

                        RIM HOLDINGS, INC. AND SUBSIDIARY
              UNAUDITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2004


2.  ISSUANCES OF NEW SHARES FOR SERVICES

During the quarter ended March 31, 2004, the Company issued  5,697,872 shares of
common stock to employees and consultants  for services and 4,000,000  shares of
common stock for salaries. The shares were valued at $257,926.

3.  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 March 31, 2004,  in the amount of  $(272,363)  and  negative  working
capital in the amount of $(294,605).  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.


                                       11
<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 made under the "Safe Harbor"  provisions of
the Private  Securities  Reform Act of 1995,  and, as such, 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 MARCH 31, 2004

During the  quarter  ended  March 31,  2004 the  Company  produced a net loss of
$78,948 on revenues  of $60,379,  as compared to net loss of $30,983 on revenues
of $185,886 for the same quarter of the prior year.  The  Company's  revenues in
the  quarter  ended  March 31, 2004 were  $125,507  (67.5%)  lower than the same
quarter of the  preceding  year,  primarily as a result of  decreased  marketing
activity.  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 March 31, 2004  decreased by
$41,536  (61.8%) over the same quarter of the prior year.  The  Company's  gross
profit on its  service  revenues  decreased  by  $18,163  (41.4%)  over the same
quarter of the prior year. The Company's  gross profit on its products  revenues
decreased  by $23,373  (100.3%)  over the same  quarter of the prior  year.  The
Company's  gross  margin on its  service  revenues  was 45.5% and on its product
revenues was negative 1.8% during the quarter ended March 31, 2004.  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 increased by $10,830 (12.2%)
during the quarter ended March 31, 2004 in comparison to the same quarter of the
prior  year.  This cost  increase  resulted  primarily  from two new  consulting
contracts during the quarter. The Company is hopeful of reducing its overhead in
the next  quarter.  Interest  expense  decreased  by $4,401  (46.2%)  during the
quarter  ended  March 31,  2004 over the same  quarter of the prior  year,  as a
result of decreased capital lease obligations and notes payable.  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.

SIX-MONTH PERIOD ENDING MARCH 31, 2004

During the six-month period ended March 31, 2004 the Company produced a net loss
of $133,410 on  revenues  of  $158,984,  as compared to a net loss of $37,846 on
revenues  of  $380,186  for the same  period of the prior  year.  The  Company's
revenues in the  six-month  period  ended March 31, 2004 were  $221,196  (58.2%)
lower  than the same  period  of the  preceding  year as a result  of  decreased
marketing  activity.  The  Company is hopeful  that it will be able to  generate
greater revenues in the future.


                                       12
<PAGE>

The  Company's  gross  profit in the  six-month  period  ended  March  31,  2004
decreased  by  $94,657  (64.5%)  over the same  period  of the prior  year.  The
Company's gross profit on its service revenues  decreased by $54,525 (50.8%) and
the gross profit on its products revenues decreased by $40,132 (101.9%) over the
same  period  of the prior  year.  The  Company's  gross  margin on its  service
revenues  was 49.5% and on its product  revenues  was  negative  1.4% during the
six-month  period ended March 31, 2004.  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  increased by $6,153 (3.6%)
during the  six-month  period  ended  March 31, 2004 in  comparison  to the same
period of the prior year.  This cost increase  resulted  primarily  from two new
consulting  contracts  during  the  second  quarter.  The  Company is hopeful of
reducing its overhead in the next quarter.

Interest  expense  decreased by $7,657 (48.5%) during the six-month period ended
March 31, 2004 over the same period of the prior year,  as a result of decreased
capital lease  obligations  and notes payable.  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.

LIQUIDITY AND CAPITAL RESOURCES

On March 8, 2004 the Company executed a letter of intent and on April 3, 2004 it
executed a  definitive  agreement  with  Eurofaith  Holdings,  Inc.  and Starway
Management Ltd., which provides for the following,  among other things:  (i) the
Company to be recapitalized by means of a 1-for-20 reverse stock split; (ii) the
Company to issue  approximately  27,408,966  post-split  restricted common stock
shares to the  shareholders  of  Eurofaith  Holdings in exchange  for all of the
outstanding capital stock of Starway  Management;  (iii) Starway Management will
pay $225,000 to the Company for payment of some of its debts; and (iv) Christina
M. Strauch, the Company's Chairman,  will transfer 1,200,000 pre-split shares to
the  Company in  exchange  for all of the  outstanding  capital  stock of Rimmer
Computer,  Inc.,  the  Company's  wholly-owned  subsidiary  (collectively,   the
"Transaction").  See Form 8-K filed by the  Company on March 23,  2004.  Starway
Management  Limited  generated  over $31 Million  U.S. in revenues and over $8.9
Million  U.S.  in net income  during its 2003  fiscal  year.  The parties to the
Transaction are presently  conducting  their due diligence  investigations,  and
there is no assurance when, if ever, the Transaction will be completed.

If the  Transaction is not completed,  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 $163,905 (33.5%) from September
30, 2003 to March 31, 2004 as a result of paying some accrued legal expenses and
salary with its common  stock.  The Company  anticipates  its  accounts  payable
situation to improve throughout 2004. However, the Company will continue to seek
working capital through equity financing in the coming months.


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<PAGE>

Rimmer's  bank debt of  $72,399  became due in the last  quarter of fiscal  year
2000,  although the bank has not requested  repayment as of May 14, 2004. During
2004 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.

During the fourth quarter of 2002 the Internal  Revenue Service and the State of
Arizona   placed  tax  liens  on  the  Company's   assets  for  the  payment  of
approximately  $38,000 of employee  tax  liability.  The Company has been paying
interest and some principal on this debt since 2000.

ITEM 3.  CONTROLS AND PROCEDURES

The  Company's  principal  executive  officer and principal  financial  officer,
Christina M.  Strauch,  after  reviewing  and  evaluating  Company's  disclosure
controls  and  procedures  within 90 days prior to the filing of this  quarterly
report has concluded that Company's disclosure controls and procedures contained
no significant deficiencies or material weakness. There have been no significant
changes in Company's  internal  controls that could  significantly  affect these
controls  subsequent  to the  date of  their  evaluation,  including  corrective
actions.

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<PAGE>
                          PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

     None

ITEM 2. CHANGES IN SECURITIES.

     In February  2004 the Company  issued  2,500,000  restricted  common  stock
shares to its legal counsel in  conversion of $50,000 of accrued legal  services
and future legal services in connection with the  Transaction.  In February 2004
the Company also issued 4,000,000 restricted common stock shares to its Chairman
in  conversion  of $80,000 of accrued  salary.  These  shares were issued  under
Section 4(2) of the Securities Act of 1933.

     All other  securities  issued by Registrant  during the quarter ended March
31, 2004 were registered with the SEC.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     (a)  EXHIBITS

          31.1     Certificate Pursuant to Section 302 of the Sarbanes-Oxley Act
          32.1     Certificate Pursuant to Section 906 of the Sarbanes-Oxley Act

     (b)  REPORTS ON FORM 8-K

          On March 23,  2004,  a Report on Form 8-K was filed by the  Registrant
relating to the Letter of Intent entered into with Starway Management Ltd.


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<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: May 18, 2004               By: /s/ Christina M. Strauch
                                     -------------------------------------------
                                       Christina M. Strauch
                                       Chairman (Principal Executive Officer)
                                       and Treasurer (Principal Financial
                                       Officer)

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