EXHIBIT 31.1

            CERTIFICATION OF PRINCIPAL EXECUTIVE & ACCOUNTING OFFICER
                       PURSUANT TO RULES 13a-14 AND 15d-14
                     OF THE SECURITIES EXCHANGE ACT OF 1934

I, Lee Kam Man, Chief Executive  Officer and acting Chief  Financial  Officer of
Rim Holdings Inc. (the "Company"), certify that:

     I have reviewed this quarterly report on Form 10-QSB of Rim Holdings Inc.

     Based on my knowledge,  this  quarterly  report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report.

     Based on my  knowledge,  the  financial  statements,  and  other  financial
information included in the report,  fairly present in all material respects the
financial condition,  results of operations and cash flows of the Company as of,
and for, the periods, presented in the report.

     I am responsible for establishing and maintaining  disclosure  controls and
procedures  (as defined in Exchange Act Rules  13a-15(e) and  15d-15(e)) for the
Company and have:

     (a)  designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures   to  be  designed   under  my
          supervision,  to ensure  that  material  information  relating  to the
          Company, including its consolidated subsidiaries,  is made known to me
          by others  within those  entities,  particularly  during the period in
          which the periodic report is being prepared;
     (b)  evaluated the effectiveness of the Company's  disclosure  controls and
          procedures  and  presented  in this  report my  conclusions  about the
          effectiveness of the disclosure controls and procedures, as of the end
          of  the  period  covered  by  this  quarterly  report  based  on  such
          evaluation; and
     (c)  disclosed  in  this  quarterly  report  any  change  in the  Company's
          internal  control over financial  reporting  that occurred  during the
          Company's most recent fiscal quarter that has materially affected,  or
          is reasonably  likely to  materially  affect,  the Company's  internal
          control over financial reporting; and

     I have disclosed,  based on my most recent  evaluation of internal  control
over financial  reporting,  to the Company's auditors and to the Company's board
of directors (or persons fulfilling the equivalent function):

     (i)  all  significant  deficiencies  in the design or operation of internal
          control  over  financial  reporting  which  are  reasonably  likely to
          adversely affect the Company's ability to record,  process,  summarize
          and report financial information; and
     (ii) any fraud, whether or not material,  that involves management or other
          employees  who  have a  significant  role  in the  Company's  internal
          control over financial reporting.

Dated:  August 23, 2004


/s/ Lee Kam Man
------------------------------------
Lee Kam Man
Chief Executive Officer and
Acting Chief Financial Officer