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, 2003

[ ] 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 August 1, 2003: 8,610,873

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

                                  FORM 10-QSB

                  FOR THE QUARTERLY PERIOD ENDED June 30, 2003

                                                                            Page
                                                                            ----
PART I

      Item 1.  Financial Statements                                            1

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

      Item 3.  Procedures and Controls
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, 2003 AND SEPTEMBER 30, 2002

                                     ASSETS

                                                        June 30,   September 30,
                                                          2003         2002
                                                        --------   -------------
CURRENT ASSETS

  Cash & Cash Equivalents                               $  5,351   $          --
  Accounts Receivable-Trade, Net of allowance for
    doubtful accounts of $913 as of June 30, 2003         40,386          33,564
  Other Current Assets                                       963             963
                                                        --------   -------------

TOTAL CURRENT ASSETS                                      46,700          34,527

Property and Equipment-Net                                24,092          38,429

OTHER ASSETS

  License                                                 10,000              --
  Deposits                                                 1,277           1,277
  Cash Surrender Value of Life Insurance                     691           1,221
  Note Receivable-Related Party                               --           1,202
                                                        --------   -------------

                                                        $ 82,760   $      76,656
                                                        ========   =============

     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, 2003 AND SEPTEMBER 30, 2002

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

                                                       June 30,   September 30,
                                                         2003         2002
                                                      ---------   -------------
CURRENT LIABILITIES

Current Portion of Note Payables                      $   9,535   $      11,859
Current Portion of Capital Leases Obligations             5,374           6,708
Bank Line of Credit                                      72,399          72,499
Accounts Payable
-Trade                                                  135,481         127,439
-Other                                                  168,593         157,751
Cash Overdraft                                               --           7,509
Note Payable-Related Party                                  723              --
Accrued Expenses                                        113,381          79,018
Deferred Revenues                                        28,928          32,047
                                                      ---------    ------------

TOTAL CURRENT LIABILITIES                             $ 534,414    $    494,830

Capital Lease Obligations, Less Current Portion              --              --

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; 8,610,873 & 8,097,933 issued and
  outstanding at June 30, 2003 &
  September 30, 2002, respectively                        8,611           7,718
Additional Paid In Capital                              524,091         499,337
Accumulated Deficit                                    (984,356)       (925,229)
                                                      ---------    ------------

TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                   (451,654)       (418,174)
                                                      ---------    ------------
                                                      $  82,760    $     76,656
                                                      =========    ============


     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, 2003 AND 2002

<TABLE>
<CAPTION>
                                    Nine Months Ended June 30,    Three Months Ended June 30,
                                    --------------------------    ---------------------------
                                        2003           2002           2003           2002
                                    -----------    -----------    -----------    -----------
<S>                                 <C>            <C>            <C>            <C>
REVENUE

  Service                           $   348,472    $   420,640    $   118,169    $   101,342
  Products                              170,828        176,138         20,945        117,244
                                    -----------    -----------    -----------    -----------
                                        519,300        596,778        139,114        218,586
                                    -----------    -----------    -----------    -----------
COST OF SALES

  Service                               154,806        272,273         31,895         69,435
  Products                              143,438        155,885         32,957         96,425
                                    -----------    -----------    -----------    -----------
                                        298,244        428,158         64,852        165,860
                                    -----------    -----------    -----------    -----------
GROSS PROFIT                        $   221,056    $   168,620    $    74,262    $    52,726

General & Administrative Expenses       259,751        386,865         88,475         90,550
                                    -----------    -----------    -----------    -----------

INCOME (LOSS) FROM OPERATIONS       $   (38,695)   $  (218,245)   $   (14,213)   $   (37,824)

OTHER INCOME (EXPENSE)

  Interest Income                            24            661             --             19
  Interest Expense                      (21,601)       (19,332)        (5,826)        (5,008)
  Other Income/(Loss)                     1,145          9,085         (1,242)           372
                                    -----------    -----------    -----------    -----------
                                        (20,432)        (9,586)        (7,068)        (4,617)
                                    -----------    -----------    -----------    -----------

NET INCOME/(LOSS)                   $   (59,127)   $  (227,831)   $   (21,281)   $   (42,441)
                                    ===========    ===========    ===========    ===========

BASIC LOSS PER SHARE                $     (0.01)   $     (0.04)   $     (0.00)   $     (0.01)
                                    ===========    ===========    ===========    ===========
WEIGHTED AVERAGE
  SHARES OUTSTANDING                  8,314,033      5,701,827      8,494,389      6,664,962
                                    ===========    ===========    ===========    ===========
</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, 2003

<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)

Common Stock Issued for Services                       312,940           677        14,970            --        15,647

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

Net Loss for the Nine Months Ended June 30, 2003            --            --            --       (59,127)      (59,127)
                                                     ---------     ---------     ---------     ---------     ---------

Balance at June 30, 2003                             8,610,873     $   8,595     $ 524,107     $(984,356)    $(451,654)
                                                     =========     =========     =========     =========     =========
</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, 2003 AND 2002

                                                       For the Three Months
                                                          Ended June 30,
                                                      ----------------------
                                                         2003         2002
                                                      ---------    ---------
CASH FLOWS FROM OPERATING ACTIVITIES

Net Income (Loss)                                     $ (21,281)   $ (42,441)

Adjustment to Reconcile Net Income to Net Cash
  Provided By Operating Activities:

  Depreciation / Amortization                             7,464       13,100
  Stock and Options Issued for Services                      --       14,410
  Proceeds From Private Offering                             --       46,207
  Changes in Operating Assets and Liabilities:
    Accounts Receivable - Trade                         (14,716)      27,593
    Other Assets                                            531          (19)
    Accounts Payable - Trade                              8,968      (47,134)
    Accounts Payable - Other                              5,671       12,998
    Accrued Expenses                                     35,881       (8,263)
    Deferred Revenue                                         98       (4,138)
                                                      ---------    ---------
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES      $  22,616    $  12,313
                                                      ---------    ---------
CASH FLOWS FROM FINANCING ACTIVITIES

  Proceeds From Note Payable - Related Party          $     723    $      --
  Repayment of Bank Line of Credit                           --    $      (1)
  Repayment on Capital Lease Obligations                 (3,773)      (5,636)
  Repayment of Debt                                      (1,706)        (500)
  Proceeds From Debt                                         --           --
                                                      ---------    ---------
NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES      $  (4,756)   $  (6,137)
                                                      ---------    ---------
NET INCREASE (DECREASE) IN CASH                       $  17,860    $   6,176

CASH AT BEGINNING OF YEAR                               (12,509)      (8,472)
                                                      ---------    ---------
CASH AS OF JUNE 30, 2003 and 2002                     $   5,351    $  (2,296)
                                                      =========    =========
Supplementary Cash Flow Information:

Cash paid during the period for interest              $   5,826    $   5,008
                                                      =========    =========

     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, 2003 AND 2002

                                                          For the Nine Months
                                                             Ended June 30,
                                                        ----------------------
                                                           2003         2002
                                                        ---------    ---------
CASH FLOWS FROM OPERATING ACTIVITIES
  Net Income (Loss)                                     $ (59,127)   $(227,831)
  Adjustment to Reconcile Net Income to Net Cash
    Provided By Operating Activities:

    Depreciation / Amortization                            22,535       39,301
    Stock and Options Issued for Services                  15,647       65,771
    Net Proceeds From Private Placement Offering               --       46,207
    Changes in Operating Assets and Liabilities:
      Accounts Receivable - Trade                          (6,822)     166,373
      Other Assets                                            530        7,233
      Accounts Payable - Trade                              8,042       (7,581)
      Accounts Payable - Other                             10,842       16,182
      Accrued Expenses                                     34,363      (52,085)
      Deferred Revenue                                     (3,119)     (79,191)
                                                        ---------    ---------
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES        $  22,891    $ (25,621)
                                                        ---------    ---------
CASH FLOWS FROM INVESTING ACTIVITIES
  Collection of Related Party Note Receivable               1,202       19,365
  Purchase of Fixed Assets                                 (8,198)          --
                                                        ---------    ---------
NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES        $  (6,996)   $  19,365
                                                        ---------    ---------
CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds From Note Payable - Related Party                  723           --
  Repayment of Bank Line of Credit                           (100)      (1,087)
  Repayment From Capital Lease Obligations                  8,198           --
  Repayment on Capital Lease Obligations                   (9,532)     (25,773)
  Repayment of Debt                                        (2,324)      (3,900)
  Proceeds From Debt                                           --       15,759
                                                        ---------    ---------
NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES        $  (3,035)   $ (15,001)
                                                        ---------    ---------
NET INCREASE (DECREASE) IN CASH                         $  12,860    $ (21,257)

CASH AT BEGINNING OF YEAR                                  (7,509)      18,961
                                                        ---------    ---------
CASH AS OF JUNE 30, 2003 AND 2002                       $   5,351    $  (2,296)
                                                        =========    =========
Supplementary Cash Flow Information:

Cash paid during the period for interest                $  21,601    $  19,332
                                                        =========    =========

     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, 2003


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, 2003 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, 2002.

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 INCOME (LOSS) PER SHARE:

Basic net income (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, 2003


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.   STOCK ISSUANCES & LICENSING AGREEMENT

During the quarter ended June 30, 2003,  the Company  issued  200,000  shares of
common stock for a licensing agreement. The shares were valued at $10,000.

The licensing  agreement  entitles Rim Holdings,  Inc. the rights to develop and
sell an invention for disposable  particulate  filters for civilian and military
use.  The  licensor  is entitled to  royalties  in the form of stock  options as
specific commercialization steps are met.

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 June 30,  2003,  in the  amount of $ 451,654  and  negative  working
capital in the amount of $ 487,714.  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 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 JUNE 30, 2003

During  the  quarter  ended  June 30,  2003 the  Company  produced a net loss of
$21,281  on  revenues  of  $139,114,  as  compared  to a net loss of  $42,441 on
revenues  of $218,586  for the same  quarter of the prior  year.  The  Company's
revenues in the quarter ended June 30, 2003 were $79,472  (36.4%) 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, 2003  increased  by
$21,536  (40.8%) over the same quarter of the prior year.  The  Company's  gross
profit on its  service  revenues  increased  by $54,367  (170.4%)  and the gross
profit on its  products  revenues  decreased by $32,831  (157.7%)  over the same
quarter of the prior year.  The Company's  gross margin on its service  revenues
was 73.0% and on its product  revenues  was  negative  57.4%  during the quarter
ended June 30,  2003.  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 $2,075 (2.3%)
during the quarter  ended June 30, 2003 in comparison to the same quarter of the
prior year.  This cost  decrease  resulted  primarily  from cutting  unnecessary
costs,  while adding a new Vice president and increasing the President's  annual
salary.  These additional salaries were accrued during the quarter.  The Company
does not believe its overhead came be reduced substantially in the future.

Interest  expense  increased by $818 (16.3%)  during the quarter  ended June 30,
2003 over the same quarter of the prior year,  as a result of a slight  increase
in credit card debt over 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, 2003

During the nine month period ended June 30, 2003 the Company produced a net loss
of $59,127 on  revenues  of  $519,300,  as compared to a net loss of $227,831 on
revenues  of  $596,778  for the same  period of the prior  year.  The  Company's
revenues in the nine month period ended June 30, 2003 were $77,478 (13.0%) lower
than the same period of the  preceding  year,  primarily  as a result of a 17.2%
decrease in service revenues and a 3.0% 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,  2003
increased  by  $52,436  (31.1%)  over the same  period  of the prior  year.  The
Company's gross profit on its service revenues  increased by $45,299 (30.5%) and
the gross profit on its products  revenues  increased by $7,137 (35.2%) over the
same  period  of the prior  year.  The  Company's  gross  margin on its  service
revenues  was 55.6% and on its product  revenues was 16.0% during the nine month
period ended June 30, 2003.  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 $127,114 (32.9%)
during  the nine month  period  ended June 30,  2003 in  comparison  to the same
period of the prior year.  This cost decrease  resulted  primarily  from cutting
unnecessary  costs.  The Company does not believe its  overhead  came be reduced
substantially in the future.

Interest expense  increased by $2,269 (11.7%) during the nine month period ended
June 30, 2003 over the same period of the prior year,  as a result of the slight
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 May 2003 and through  August
12, 2003 has received  approximately $10,000 in 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  the
development  of a new product  line.  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 increased by $39,584 (8.0%) from September 30,
2002 to June 30, 2003,  primarily as a result of $35,000 of  additional  accrued
management salaries. 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 2003. However, the Company will continue
to seek working capital through equity financing in the coming months.

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, 2003.  The bank debt of $72,399 became
due in the last quarter of fiscal year 2000, although the bank has not requested
repayment as of August 12, 2003.  During 2003 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 employer  tax  liability.  The Company has been paying
interest on this debt since 2000.

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>

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  disclosures  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.


                          PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

     None

ITEM 2. CHANGES IN SECURITIES.

     During the quarter ended June 30, 2003 the Company issued 200,000 shares of
its  restricted  common  stock to acquire  the right to develop and market a new
product from its inventor.  This stock issuance was conducted under Section 4(2)
of the Securities Act of 1933.

     All other securities issued by Registrant during the quarter ended June 30,
2003 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

          There were no Reports on Form 8-K filed during the quarter  ended June
          30, 2003.

                                       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 11, 2003           By: /s/ Christina M. Strauch
                                    --------------------------------------------
                                    Christina M. Strauch, Chairman and Treasurer
                                    (Chief Executive Officer and Chief
                                    Financial and Accounting Officer)

                                       13