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

                                   FORM 10-QSB

          [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                 For the quarterly period ended: JUNE 30, 2004

                                       or

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 0R 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

          For the transition period from _____________ to ____________

                        Commission File Number: 0-31047

                                RIM HOLDINGS INC.
        (Exact name of small business issuer as specified in its charter)

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


                       22/F Morrison Commercial Building
                              31 Morrison Hill Road
                            Wanchai, Hong Kong, China
                    (Address of principal executive offices)


                                 (852) 2891-3130
                 (Issuer's telephone number including area code)

Check  whether  the issuer  (1) has filed all  reports  required  to be filed by
Section 13 or 15(d) of the Securities  Exchange Act of 1934 during the preceding
12 months (or for such shorter  period that the  registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days.  [X] Yes  [ ] No

State the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date.

Common Stock Outstanding as of August 19, 2004: 17,740,967 shares

Transitional Small Business Disclosure Format: [ ] Yes  [X] No

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<PAGE>

                                RIM HOLDINGS INC.

                               INDEX TO FORM 10QSB

                                                                            PAGE

PART I   FINANCIAL INFORMATION

Item 1.  Financial Statements

         Condensed Consolidated Balance Sheet as of
         June 30, 2004 (Unaudited)                                            3

         Condensed Consolidated Statements of Operations
         and Comprehensive Income for the Three and Six
         Months Ended June 30, 2004 and 2003 (Unaudited)                      4

         Condensed Consolidated Statements of Cash Flows
         for the Six Months Ended June 30, 2004 and 2003
         (Unaudited)                                                          5

         Notes to Condensed Consolidated Financial
         Statements (Unaudited)                                               6

Item 2.  Management's Discussion and Analysis of                             10
         Financial Condition and Results of Operations

Item 3.  Controls and Procedures                                             13

PART II  OTHER INFORMATION

Item 1.  Legal Proceedings                                                   13

Item 2.  Changes in Securities                                               13

Item 3.  Defaults Upon Senior Securities                                     14

Item 4.  Submission of Matters to a Vote of Security Holders                 14

Item 5.  Other Information                                                   14

Item 6.  Exhibits and Reports on Form 8-K                                    14

SIGNATURES                                                                   16


                                       2
<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                       RIM HOLDINGS, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEET
                               AS OF JUNE 30, 2004
                                   (UNAUDITED)

                                     ASSETS
CURRENT ASSETS
  Cash                                                             $ 11,114,890
  Accounts receivable, net                                            5,582,776
  Current maturities of notes receivable, net                         6,615,192
  Inventories                                                         1,506,437
  Prepaid expenses                                                      628,345
                                                                   ------------
     Total Current Assets                                            25,447,640
                                                                   ------------
PROPERTY AND EQUIPMENT - NET                                            525,248
                                                                   ------------
OTHER ASSETS
  Long-term notes receivable, net                                     8,085,235
  Intangible assets, net                                                213,527
  Due from related parties                                               96,371
                                                                   ------------
     Total Other Assets                                               8,395,133
                                                                   ------------
TOTAL ASSETS                                                       $ 34,368,021
                                                                   ============
                      LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
  Accounts payable and accrued expenses                            $  1,509,569
  Current portion note payable                                          977,788
  Loans payable - related parties                                     3,502,089
  Deposits                                                              951,085
  Taxes payable                                                       1,127,899
                                                                   ------------
     Total Current Liabilities                                        8,068,430
                                                                   ------------
LONG-TERM LIABILITIES
  Convertible note payable                                            6,633,440
  Note payable                                                           12,086
                                                                   ------------
     Total Long- Term Liabilities                                     6,645,526
                                                                   ------------
TOTAL LIABILITIES                                                    14,713,956
                                                                   ------------
MINORITY INTEREST                                                    13,253,964

STOCKHOLDERS' EQUITY
  Preferred stock, $0.001 par value, 10,000,000
    shares authorized, none issued and outstanding                           --
  Common stock, $0.001 par value, 20,000,000 shares
    authorized, 17,740,967 shares issued and outstanding                 17,741
  Additional paid-in capital                                           (178,251)
  Other comprehensive loss                                                4,567
  Retained earnings                                                   6,556,044
                                                                   ------------
     Total Stockholders' Equity                                       6,400,101
                                                                   ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                         $ 34,368,021
                                                                   ============

            See accompanying notes to condensed financial statements.

                                       3
<PAGE>

                       RIM HOLDINGS, INC. AND SUBSIDIARIES
                  CONDENSED CONSOLIDATED STATEMENTS OPERATIONS
                            AND COMPREHENSIVE INCOME
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                  For the Three    For the Three     For the Six      For the Six
                                                  Months Ended     Months Ended     Months Ended     Months Ended
                                                  June 30, 2004    June 30, 2003    June 30, 2004    June 30, 2003
                                                  -------------    -------------    -------------    -------------
<S>                                               <C>              <C>              <C>              <C>
REVENUE                                           $  13,739,415    $   6,760,649    $  22,558,157    $  11,486,342

COST OF GOODS SOLD                                    4,780,495        4,333,159        8,015,377        6,709,375
                                                  -------------    -------------    -------------    -------------
GROSS PROFIT                                          8,958,920        2,427,490       14,542,780        4,776,967
                                                  -------------    -------------    -------------    -------------
OPERATING EXPENSES
  Selling expense                                       257,716          191,257          428,477          439,588
  Operating expense                                     238,399           50,593          414,043          178,967
  General and administrative expenses                    94,906           49,286          285,651          119,806
                                                  -------------    -------------    -------------    -------------
      Total Operating Expenses                          591,021          291,136        1,128,171          738,361
                                                  -------------    -------------    -------------    -------------
INCOME FROM OPERATIONS                                8,367,899        2,136,354       13,414,609        4,038,606
                                                  -------------    -------------    -------------    -------------
OTHER INCOME (EXPENSE)
  Interest income                                           170            1,680              340            1,935
  Loss on disposal of equipment                        (170,242)              --         (170,242)              --
  Interest expense                                      (65,507)            (195)         (66,392)            (202)
  Other expense                                          (2,369)              --           (5,331)              --
  Other income                                            3,584               --            3,584              (67)
                                                  -------------    -------------    -------------    -------------
      Total Other Income (Expense)                     (234,364)           1,485         (238,041)           1,666
                                                  -------------    -------------    -------------    -------------

NET INCOME BEFORE PROVISION FOR INCOME TAXES          8,133,535        2,137,839       13,176,568        4,040,272

PROVISION (CREDIT) FOR INCOME TAXES                          --          374,763               --          711,939
                                                  -------------    -------------    -------------    -------------
NET INCOME BEFORE MINORITY INTEREST                   8,133,535        1,763,076       13,176,568        3,328,333

MINORITY INTEREST                                    (4,089,008)        (881,537)      (6,620,524)      (1,664,166)
                                                  -------------    -------------    -------------    -------------
NET INCOME                                            4,044,527          881,539        6,556,044        1,664,167

OTHER COMPREHENSIVE INCOME
  Foreign currency translation gain (loss)        $       7,355    $       2,097    $      18,924    $       8,977
                                                  -------------    -------------    -------------    -------------
COMPREHENSIVE INCOME                              $   4,051,882    $     883,636    $   6,574,968    $   1,673,144
                                                  =============    =============    =============    =============
Net income per share - basic and diluted          $        0.23    $        0.05    $        0.37    $        0.09
                                                  =============    =============    =============    =============
Weighted average number of shares outstanding -
  basic and diluted                                  17,740,967       17,740,967       17,740,967       17,740,967
                                                  =============    =============    =============    =============
</TABLE>

            See accompanying notes to condensed financial statements.

                                       4
<PAGE>

                       RIM HOLDINGS, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                         For the Six      For the Six
                                                        Months Ended     Months Ended
                                                        June 30, 2004    June 30, 2003
                                                        -------------    -------------
<S>                                                     <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Income                                            $   6,556,044    $   1,664,167
  Adjustments to reconcile net income to net
    cash provided by operating activities:
    Depreciation and amortization                              79,732           35,462
    Allowance for doubtful accounts                                --          169,082
    Loss on disposal of equipment                             170,242               --
    Minority interest                                       6,620,524        1,664,166
    Beneficial conversion interest expense                     64,480               --
  Changes in operating assets and liabilities:
    (Increase) decrease in:
      Accounts receivable                                  (1,033,996)      (5,728,414)
      Inventories                                            (972,984)          53,235
      Prepaid expenses                                       (556,764)          80,221
      Other receivables                                       156,329          147,766
    Increase in:
      Accounts payable                                     (1,280,164)         750,658
      Customer deposits                                       867,118         (311,458)
      Taxes payable                                        (3,726,322)       1,644,498
                                                        -------------    -------------
         Net Cash Provided By Operating Activities          6,944,239          169,383
                                                        -------------    -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of property and equipment                          (10,857)              --
                                                        -------------    -------------
         Net Cash Used In Investing Activities                (10,857)              --
                                                        -------------    -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Payments on loans payable - related parties               3,406,511          144,673
  Proceeds from notes payable                                 734,908           37,839
                                                        -------------    -------------
         Net Cash Provided By Financing Activities          4,141,419          182,512
                                                        -------------    -------------
EFFECT OF EXCHANGE RATE ON CASH                                18,924           (8,977)

NET INCREASE IN CASH                                       11,093,725          342,918

CASH - BEGINNING OF PERIOD                                     21,165           48,961
                                                        -------------    -------------

CASH - END OF PERIOD                                    $  11,114,890    $     391,879
                                                        =============    =============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest expense                          $       1,912    $         202
                                                        =============    =============
Cash paid for income taxes                              $   3,726,322    $          --
                                                        =============    =============
</TABLE>

            See accompanying notes to condensed financial statements.

                                       5
<PAGE>

                       RIM HOLDINGS, INC. AND SUBSIDIARIES
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                               AS OF JUNE 30, 2004
                                   (UNAUDITED)


NOTE 1    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION


          (A) BASIS OF PRESENTATION

          The accompanying  unaudited condensed  financial  statements have been
          prepared in accordance with accounting  principles  generally accepted
          in the United States of America and the rules and  regulations  of the
          Securities and Exchange Commission for interim financial  information.
          Accordingly,  they do not include all the information  necessary for a
          comprehensive  presentation  of  financial  position  and  results  of
          operations.

          It is  management's  opinion  however,  that all material  adjustments
          (consisting of normal recurring  adjustments) have been made which are
          necessary for a fair financial  statements  presentation.  The results
          for the interim period are not  necessarily  indicative of the results
          to be expected for the year.

          (B) ORGANIZATION

          During June 2004,  Rim  Holdings,  Inc.  acquired 50% of the equity of
          Starway   Management   Limited  for  a  convertible  note  payable  of
          $120,000,000.  The note is  convertible  at the  option of the  holder
          until  December  2004. At the time of the  acquisition,  affiliates of
          Starway Management Limited had acquired a majority of the common stock
          of Rim Holdings,  Inc. As a result,  the  transaction  was treated for
          accounting  purposes as a combination of entities under common control
          and accordingly,  recorded the merger at historical cost. Accordingly,
          all shares and per share amounts have been retroactively restated (See
          Note 5).

          Starway  Management  Limited was  incorporated  in the British  Virgin
          Islands on September 15, 1998.

          Shenzhen Dicken Technology Development Limited was incorporated in the
          Republic of China on November 9, 1999.

          Shenzhen Dicken Industrial Development Limited was incorporated in the
          Republic of China on November 20, 1996.

          Starway Management Limited, through its two wholly owned subsidiaries,
          is a People's  Republic of China ("PRC") based  manufacturer of energy
          saving products for use in commercial and industrial settings.

          All  material   intercompany   balances  and  transactions  have  been
          eliminated in consolidation.

                                       6
<PAGE>

                       RIM HOLDINGS, INC. AND SUBSIDIARIES
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                               AS OF JUNE 30, 2004
                                   (UNAUDITED)


          Rim Holdings,  Inc. and its subsidiaries,  Starway Management Limited,
          Shenzhen  Dicken  Technology  Development  Limited and Shenzhen Dicken
          Industrial  Development  Limited  are  hereafter  referred  to as  the
          "Company".

          (C) USE OF ESTIMATES

          In  preparing  financial   statements  in  conformity  with  generally
          accepted  accounting  principles,   management  is  required  to  make
          estimates and assumptions  that affect the reported  amounts of assets
          and   liabilities   and  the  disclosure  of  contingent   assets  and
          liabilities  at the date of the financial  statements and revenues and
          expenses during the reported period.  Actual results could differ from
          those estimates.

          (D) EARNINGS PER SHARE

          Basic and diluted net income per common  share is computed  based upon
          the weighted average common shares outstanding as defined by Financial
          Accounting  Standards  No. 128,  "Earnings  Per Share." As of June 30,
          2004 and 2003, there were no common stock equivalents.

          (E) CONCENTRATIONS AND RISKS

          During 2004 and 2003,  100% of the  Company's  sales were to companies
          located  in China.  At June 30,  2004,  all the  Company's  assets are
          located in China.

          (F) INCOME TAXES

          The Company accounts for income taxes under the Statement of Financial
          Accounting   Standards   No.  109,   "Accounting   for  Income  Taxes"
          ("Statement  109").  Under  Statement  109,  deferred  tax  assets and
          liabilities   are   recognized   for  the  future   tax   consequences
          attributable to differences  between the financial  statement carrying
          amounts of existing assets and  liabilities  and their  respective tax
          bases.  Deferred tax assets and liabilities are measured using enacted
          tax rates  expected  to apply to taxable  income in the years in which
          those  temporary  differences are expected to be recovered or settled.
          Under Statement 109, the effect on deferred tax assets and liabilities
          of a change in tax rates is  recognized  in income in the period  that
          includes the enactment  date.  The Company is organized in the British
          Virgin  Islands and the People's  Republic of China and no tax benefit
          is expected  from the tax credits in the future.  The Company  located
          its  factories in a special  economic  region in China.  This economic
          region allows foreign  enterprises a two-year income tax exemption and
          a 50% income tax reduction for the following three years.  The Company
          was approved as a wholly owned  foreign  enterprise in 2004. No income
          tax expense has been recorded for 2004 as the Company was exempt under
          the special  economic  region rules and recorded a credit  during 2004
          for previously accrues income taxes.

                                       7
<PAGE>

                       RIM HOLDINGS, INC. AND SUBSIDIARIES
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                               AS OF JUNE 30, 2004
                                   (UNAUDITED)


NOTE 2    ACCOUNTS RECEIVABLE

          Accounts receivable as of June 30, 2004 consisted of the following:

                Accounts receivable                     $ 6,349,486
                Less: allowance for doubtful accounts       766,710
                                                        -----------
                                                        $ 5,582,776
                                                        ===========

          For the six  months  ended  June 30,  2004,  the  Company  recorded  a
          provision for doubtful accounts of $ 169,082.

NOTE 3    NOTES RECEIVABLE

          The  following  table  represents  as  of  June  30,  2004,  scheduled
          collections of notes receivable, net of allowances, by fiscal period:


                              2004                      $ 6,615,192
                              2005                        3,038,234
                              2006                        2,955,212
                              2007                        2,091,789
                                                        -----------
                                                         14,700,427
             Less current portion of notes receivable     6,615,192
                                                        -----------
                                                        $ 8,085,235
                                                        ===========

NOTE 4    INVENTORY

          Inventory as of June 30, 2004 consisted of the following:

                Raw materials                           $   343,010
                Work in progress                             17,127
                Finished goods                            1,146,300
                                                        -----------
                                                        $ 1,506,437
                                                        ===========

NOTE 5    CONVERTIBLE NOTES PAYABLE

          During June 2004, the Company issued a 5% convertible  note payable of
          $120,000,000   due  December  31,  2004.   The  note  is   convertible
          immediately  at the option of the holder until  December 31, 2004 into
          11,153,669 shares (post-split) of Rim Holdings. The note is unsecured.
          At June 30, 2004, the fair value of the  convertible  note payable was
          discounted  to the  fair  value of the  equity  interest  acquired  of
          $6,633,440 (See Note 1(B)).

                                       8
<PAGE>

                       RIM HOLDINGS, INC. AND SUBSIDIARIES
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                               AS OF JUNE 30, 2004
                                   (UNAUDITED)


NOTE 6    LOANS - RELATED PARTIES

          During the six month  period  ended June 30, 2004 the  Company  repaid
          stockholder loans of $3,406,511.

NOTE 7    CONVERTIBLE NOTES PAYABLE - RELATED PARTY

          During  June 2004,  the  Company  issued  three 5%  convertible  notes
          payable aggregating $225,001 convertible notes payable into a total of
          5,953,320  shares of  common  stock.  The  Company  recorded  interest
          expense of $64,480  related to the beneficial  conversion of the notes
          payable. The notes are unsecured and due August 31, 2004.

NOTE 8    STOCKHOLDERS' EQUITY

          During 2004,  one  stockholder  exchanged  1,000,000  shares of common
          stock with the Company for 100% of the stock of Rimmer Computer, Inc.

NOTE 9    RELATED PARTIES

          During the six months ended June 30, 2004, the Company loaned $156,329
          to related parties.

          See Notes 6 and 7 for additional related party transaction.

NOTE 10   SUBSEQUENT EVENTS

          (A) STOCK SPLIT

          During July 2004, the Company  approved a reverse stock split of 20 to
          1 effective  August 25, 2004. All per share and weighted average share
          amounts  have  not been  retroactively  restated  in the  accompanying
          financial statements and related notes to reflect this split.

          (B) NAME CHANGE

          On August 23, 2004, the Company's  Board of Directors  approved a name
          change from Rim  Holdings,  Inc. to China Energy  Savings  Technology,
          Inc.

                                       9
<PAGE>

ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS.

OVERVIEW

     The Company  completed an acquisition of 50% of the  outstanding  shares of
Starway Management Ltd., a British Virgin Islands company ("Starway").  Pursuant
to the Stock Purchase Agreement, dated as of July 29, 2004 (the "Eurofaith Stock
Purchase Agreement"), by and among Rim Holdings, Inc., a Nevada corporation (the
"Company") and Eurofaith  Holdings,  Inc., a British Virgin Islands  Corporation
("EuroFaith"),  the Company  acquired 50% of the  outstanding  shares of Starway
from  EuroFaith  (the  "Acquisition").  The  purchase  price for such  stock was
$120,000,000 payable by the Company's issuance of a convertible  promissory note
on the Closing Date (the "Note").  The Note may be convertible  into 223,073,380
shares of the  Company's  common stock upon  maturity at the  discretion  of the
Company.  EuroFaith  may also  convert  at any time prior to the  maturity.  The
closing  of the  Acquisition  (the  "Closing")  occurred  on June 30,  2004 (the
"Closing Date"). Immediately after the closing of this transaction,  the Company
redeemed  1,000,000  shares of the  Company's  common  stock from  Christina  M.
Strauch in exchange for all of the shares of Rimmer  Computer,  Inc., an Arizona
corporation ("Rimmer").

     Prior to the transaction,  the Company was a holding company holding all of
the shares of Rimmer.  Rimmer is an  approved  technical  service  provider  for
computer hardware and software system  manufacturers such as Novell,  Microsoft,
IBM, Compaq,  Hewlett Packard,  Cisco and others. Rimmer employs five people and
the  individual  technicians  have  received  certifications  such as  Microsoft
Certified  System  Engineer  and  Certified  NetWare  Engineer.  All of Rimmer's
customers are currently located in the Phoenix, Arizona area. Since the Closing,
the Company's primary operations now consist of the operations of Starway.

     The  discussion  presented  herein is with respect to Starway's  operations
only since as of the Closing  Date,  Rim Holdings  does not have any  operations
other than owning 50% of the outstanding stock in Starway.

RESULTS OF OPERATIONS

QUARTER ENDED JUNE 30, 2004 COMPARED TO THE QUARTER ENDED JUNE 30, 2003.

REVENUES.  During the  quarter  ended June 30,  2004,  Starway  had  revenues of
$13,739,415 as compared to revenues of $6,760,649  during the quarter ended June
30, 2003, an increase of  approximately  269%.  This increase is attributable to
Starway's increase in sales.

OPERATING  EXPENSES.  Operating  expenses totaled $591,021 for the quarter ended
June 30, 2004 as compared to $291,136 for the quarter  ended June 30,  2003,  an
increase  of  approximately   103%.  The  increase  in  operating  expenses  was
attributable to an increase in sales,  and management of such increase in sales.
Starway management believes that operating expenses will continue to increase as
Starway continues to ramp up its support for additional sales.

                                       10
<PAGE>

GROSS  PROFIT.  Cost of goods sold which  consist  of direct  labor and  product
costs,  were  $4,780,495  for the  quarter  ended June 30,  2004 as  compared to
$4,333,159  for the quarter  ended June 30, 2003.  Starway had a Gross Profit of
$8,958,920  for the quarter ended June 30, 2004 as compared to a Gross Profit of
$2,427,490 for the quarter ended June 30, 2003. The increase in Starway's  gross
profits is  attributable to increased sales and better margins due to a decrease
in the cost of chips and hardware used in Starway's products. Starway management
believes  that this  trend  will  continue  because  of  increased  sales due to
shortage of electricity supply.

NET INCOME.  Starway had a net income of  $8,133,535  for the quarter ended June
30, 2004 as compared to  $1,763,076  for the quarter  ended June 30,  2003.  The
increase  in net  income  is  attributable  to an  increase  in  sales.  Starway
management  believes that net income will continue to increase sales and margins
are improved.  Rim Holdings' net income, taking into account the 50% interest in
Starway, is $4,044,527 for the quarter ended June 30, 2004.

SIX MONTHS ENDED JUNE 30, 2004 COMPARED TO SIX MONTHS ENDED JUNE 30, 2003

REVENUES.  During the six months  ended June 30,  2004,  Starway had revenues of
$22,558,157 as compared to revenues of $11,486,342 during the quarter ended June
30, 2003, an increase of approximately 96%. This increase is attributable to our
continued trend in increase in sales.

OPERATING  EXPENSES.  Operating  expenses totaled  $1,128,172 for the six months
ended June 30, 2004 as compared  to $738,361  for the six months  ended June 30,
2003, an increase of approximately 53%. This increase is primarily  attributable
to an increase in sales and the  management of such  increase in sales.  Starway
management believes that operating expenses will continue to increase as Starway
continues to ramp up its support for additional sales.

GROSS  PROFIT.  Cost of goods sold which  consist  of direct  labor and  product
costs,  were  $8,015,377  for the six months  ended June 30, 2004 as compared to
$6,709,375 for the six months ended June 30, 2003. Starway had a Gross Profit of
$14,542,780 for the six months ended June 30, 2004 as compared to a Gross Profit
of $4,776,967  for the six months ended June 30, 2003. The increase in our gross
profits is  attributable to increased sales and better margins due to a decrease
in the cost of chips and hardware used in Starway's products. Starway management
believes  that this  trend  will  continue  because  of  increased  sales due to
shortage of electricity supply.

NET INCOME.  Starway had a net income of  $13,176,568  for the six months  ended
June 30, 2004 as compared to $3,328,333  for the six months ended June 30, 2003.
The  increase in net income is  attributable  to an  increase in sales.  Starway
management believes that net income will continue to increase sales increase and
margins are  improved.  Rim  Holdings'  net income,  taking into account the 50%
interest in Starway, is $6,556,044 for the six months ended June 30, 2004.

LIQUIDITY AND CAPITAL RESOURCES

     Starway management  believes that Starway has adequate capital resources to
continue its operations and will not need to raise capital in the near future.


                                       11
<PAGE>

CRITICAL ACCOUNTING POLICIES

     The  accompanying   unaudited  condensed  financial  statements  have  been
prepared in accordance  with  accounting  principles  generally  accepted in the
United States of America and the rules and  regulations  of the  Securities  and
Exchange Commission for interim financial information.  Accordingly, they do not
include  all the  information  necessary  for a  comprehensive  presentation  of
financial  position  and results of  operations.  The  preparation  of financial
statements  requires  managers to make estimates and  disclosures on the date of
the  financial  statements.  On an on-going  basis,  we evaluate our  estimates,
including,  but not limited to,  those  related to revenue  recognition.  We use
authoritative pronouncements, historical experience and other assumptions as the
basis for making judgments. Actual results could differ from those estimates.

     It  is  management's   opinion  however,   that  all  material  adjustments
(consisting of normal recurring  adjustments) have been made which are necessary
for a fair financial statements presentation. The results for the interim period
are not necessarily indicative of the results to be expected for the year.

     We believe that the following critical  accounting policies affect our more
significant  judgments  and  estimates  in  the  preparation  of  our  financial
statements.

     CONSOLIDATION.  During June 2004,  Rim Holdings,  Inc.  acquired 50% of the
equity  of  Starway  Management  Limited  for  a  convertible  note  payable  of
$120,000,000. The note is convertible at the option of the holder until December
2004. At the time of the acquisition,  affiliates of the stockholders of Starway
Management  Limited had acquired a majority of the common stock of Rim Holdings,
Inc. As a result,  the  transaction  was treated  for  accounting  purposes as a
recapitalization by the accounting acquirer Starway Management Limited.

     Accordingly, the financial statements include the following:

     (1) The  balance  sheet  consists  of the net  assets  of the  acquirer  at
historical cost and the net assets of the acquiree at historical cost.

     (2) The statement of operations includes the operations of the acquirer for
the periods  presented  and the  operations of the acquiree from the date of the
merger.

     All material intercompany balances and transactions have been eliminated in
consolidation.



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<PAGE>

ITEM 3. CONTROLS AND PROCEDURES

     (a) EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES.  As of the end of the
period  covered  by  this  report,  we  carried  out an  evaluation,  under  the
supervision and with the  participation  of our management,  including our Chief
Executive  Officer  who is also  the  acting  Chief  Financial  Officer,  of the
effectiveness  of the  design  and  operation  of our  disclosure  controls  and
procedures pursuant to Exchange Act Rule 13a-14. Based upon that evaluation, the
Chief Executive  Officer  concluded that our disclosure  controls and procedures
are  effective in timely  alerting them to material  information  relating to us
required to be included in our periodic SEC filings.

     (b) CHANGES IN INTERNAL  CONTROLS OVER  FINANCIAL  REPORTING.  There was no
change in our internal  control over financial  reporting during our most recent
fiscal  quarter  that  has  materially  affected,  or is  reasonably  likely  to
materially affect, our internal control over financial reporting.


                           PART II - OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS

     The  management  of Rim  Holdings  are  not  aware  of any  material  legal
proceedings pending against Rim Holdings, Starway or its subsidiaries.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

In connection with the acquisition of Starway, we issued on June 30, 2004: (i) a
convertible unsecured promissory note to EuroFaith which may be convertible into
223,073,380 shares of the Company's common stock upon maturity at the discretion
of the Company or convertible at anytime by Eurofaith in exchange for 50% of the
outstanding  shares  of  Starway  (at  June  30,  2004,  the  fair  value of the
convertible  note was  discounted  to the  fair  value  of the  equity  interest
acquired of  $6,633,440  as reflected  in our  financial  statements);  and (ii)
convertible  promissory  notes to three  former  shareholders  in  exchange  for
capital contributions of $225,000 which are convertible,  in the aggregate, into
5,953,320  shares of the  Company's  common  stock  (valued,  at the time of the
capital contribution at $225,000, the amount of cash contributed in exchange for
such notes). All such notes are convertible into common stock at maturity by the
Company  and at any time prior to such date by the Company or the holder of such
notes. These transactions were effected under Section 4(2) of the Securities Act
of 1933,  as  amended.  The  recipients  of  securities  in the  above-described
transaction represented their intention to acquire the securities for investment
only  and not  with a view to or for sale in  connection  with any  distribution
thereof and appropriate  legends were affixed to the share certificate and other
instruments issued in such transaction.  The recipients either received adequate
information  about  us or had  access,  through  other  relationships,  to  such
information.



                                       13
<PAGE>

     In connection with the above  transaction,  the Company redeemed  1,000,000
shares of the Company's common stock from Christina M. Strauch in exchange for a
transfer to Ms. Strauch of all of the shares of Rimmer. The Company has no plans
to redeem or repurchase any additional amounts of its common stock.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

     Not Applicable

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     Not Applicable

ITEM 5. OTHER INFORMATION

     On May 11, 2004, a majority of the  stockholders of the Company,  acting by
written consent, authorized a reverse stock split, a name change and an increase
in the authorized  capital of the Company. A preliminary  information  statement
was filed on Schedule 14C with the  Securities  Exchange  Commission  on May 12,
2004, such schedule is incorporated herein by reference.

     On June 30, 2004, a majority of the stockholders of the Company,  acting by
written  consent,  authorized  a  reverse  stock  split and an  increase  in the
authorized capital of the Company. A preliminary information statement was filed
on Schedule 14C with the  Securities  Exchange  Commission on May 12, 2004 and a
definitive  information  statement was filed on Schedule 14C with the Securities
Exchange Comission on August 3, 2004, such schedules are incorporated  herein by
reference.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits

     2.1  Stock Purchase  Agreement dated June 29, 2004 by and between Eurofaith
          Holdings, Inc. and Rim Holdings, Inc. and Convertible Promissory Note.
          (1)
     3.1  Certificate of Incorporation (2)
     3.2  Bylaws (2)
     31.1 Certification  of  Chief  Executive  Officer  Pursuant  to  302 of the
          Sarbanes-Oxley Act of 2002 (3)
     32.1 Certification  of  Chief  Executive  Officer  Pursuant  to  906 of the
          Sarbanes-Oxley Act of 2002 (3)

--------------
(1)  Previously  filed with the  Securities  and Exchange  Commission as Exhibit
     10.2 to the Company's  Current Report on Form 8K filed on June 30, 2004 and
     incorporated herein by reference.
(2)  Previously filed with the Securities and Exchange  Commission as an exhibit
     to the  Registration  Statement  on Form 10  filed  on July  11,  2000  and
     incorporated herein by reference.
(3)  Filed herewith.

                                       14
<PAGE>

(b)  Reports on Form 8-K

     1.   8K, June 16, 2004 Termination Agreement executed.
     2.   8K, June 30, 2004  execution  of Stock  Purchase  Agreement to acquire
          Starway.



                                       15
<PAGE>

                                   SIGNATURES

     In accordance  with the  requirements  of the Exchange Act, the  registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                             Rim Holdings Inc.


     Date:  August 23, 2004                  /s/ Lee Kam Man
                                             -----------------------------------
                                             Lee Kam Man
                                             Chief Executive Officer and
                                             Acting Chief Financial Officer




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