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 Quarter Ended June 30, 2003

                                       or

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

                             For the transition period from            to

                                         Commission File Number 000-32741

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

                  NEVADA                                    84-1394211
         -------------------------------               -------------------
         (State or other jurisdiction of                (I.R.S. Employer
         incorporation or organization)                Identification No.)

              1390 South 1100 East #204, Salt Lake City, Utah 84111
              -----------------------------------------------------
                    (Address of principal executive offices)


                                (801) 322-0253 (
                           --------------------------
                           Issuer's telephone number)

         Check whether the issuer (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during the past 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.
Yes   X   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.

                Class                          Outstanding as of June 30, 2003
     -----------------------------             -------------------------------
     Common Stock, $.001 par value                    2,582,117

                                       -1-

<PAGE>


<TABLE>
<CAPTION>

                                                 TABLE OF CONTENTS

Heading                                                                                                   Page
                                          PART  I.  FINANCIAL INFORMATION

<S>          <C>                                                                                            <C>
Item 1.      Financial Statements.....................................................................      3

                  Balance Sheets - June 30, 2003 (unaudited) and December 31, 2002....................      4

                  Statements of Operations  - six months ended June 30, 2003
                    and 2002 and the period from the date of inception of the development
                    stage on January 1, 1958 to June 30, 2003 (unaudited).............................      5

                  Statements  of Cash Flows - three  months  ended June 30, 2003
                    and 2002 and the period from  inception  of the  development
                    stage
                    on January 1, 1958 to June 30, 2003 (unaudited)...................................      6

                  Notes to Financial Statements ......................................................      8

Item 2.      Management's Discussion and Analysis or Results of Operations............................     11

Item 3.      Controls and Procedures..................................................................     13


                                            PART II. OTHER INFORMATION

Item 1.      Legal Proceedings........................................................................     13

Item 2.      Changes in Securities and Use of Proceeds................................................     13

Item 3.      Defaults Upon Senior Securities..........................................................     13

Item 4.      Submission of Matters to a Vote of Securities Holders....................................     13

Item 5.      Other Information........................................................................     13

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

             Signatures...............................................................................     15
</TABLE>

                                       -2-

<PAGE>



                                     PART I

Item 1.           Financial Statements

             The accompanying  balance sheet of Treasure  Mountain Holdings Inc.
at June 30, 2003,  related  statements of operations,  changes in  stockholders'
equity and cash flows for the three  months ended June 30, 2003 and 2002 and the
period  January l, 1958 (date of  inception  of  development  stage) to June 30,
2003, have been prepared by management in conformity with accounting  principles
generally  accepted in the U.S. In the opinion of  management,  all  adjustments
considered  necessary for a fair  presentation  of the results of operations and
financial  position have been included and all such  adjustments are of a normal
recurring nature. Operating results for the quarter ended June 30, 2003, are not
necessarily  indicative  of the results that can be expected for the fiscal year
ending December 31, 2003.


                                       -3-

<PAGE>


<TABLE>
<CAPTION>

                        TREASURE MOUNTAIN HOLDINGS, INC.
                           (Development Stage Company)
                                 BALANCE SHEETS
                       June 30, 2003 and December 31, 2002

--------------------------------------------------------------------------------


                                                                                 Jun 30,      Dec 31,
                                                                                  2003         2002
                                                                                ---------    ---------
ASSETS
CURRENT ASSETS

<S>                                                                             <C>          <C>
   Cash                                                                         $   1,625    $   3,255
                                                                                ---------    ---------

   Total Current Assets                                                         $   1,625    $   3,255
                                                                                =========    =========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

   Notes payable - demand - related party                                       $   2,538    $    --
   Accounts payable - related parties                                               6,000         --
   Accounts payable                                                                  --            800
                                                                                ---------    ---------

       Total Current Liabilities                                                    8,538          800
                                                                                ---------    ---------

STOCKHOLDERS' EQUITY

   Common stock
       50,000,000 shares authorized, at $0.001 par value,
       2,582,117 shares issued and outstanding on June 30, 2003;
       2,182,117   shares on December 31, 2002                                      2,582         2,182
   Capital in excess of par value                                                 673,170      667,570
    Deficit accumulated during development stage                                 (682,665)    (667,297)
                                                                                ---------    ---------

       Total Stockholders' Equity (Deficiency)                                     (6,913)       2,455
                                                                                ---------    ---------

                                                                                $   1,625    $   3,255
                                                                                =========    =========
</TABLE>



              The accompanying notes are an integral part of these
                             financial statements.

                                       -4-

<PAGE>

<TABLE>
<CAPTION>


                        TREASURE MOUNTAIN HOLDINGS, INC.
                           (Development Stage Company)
                            STATEMENTS OF OPERATIONS
              For the Three and Six Months Ended June 30, 2003 and
             2002 and the Period January 1, 1958 (date of inception
                     of development stage) to June 30, 2003

-----------------------------------------------------------------------------------------


                                           Three Months            Six Months
                                     Jun 30,      Jun 30,      Jun 30,     Jun 30,    Jan 1, 1958
                                      2003         2002         2003        2002    to Jun 30, 2003
                                   ---------    ---------    ---------    ---------    ---------


<S>                                <C>          <C>          <C>          <C>          <C>
REVENUES                           $   1,310    $   1,200    $   2,097    $   6,200    $  10,497

EXPENSES                              10,767       12,970       17,465       16,175      670,387
                                   ---------    ---------    ---------    ---------    ---------

NET PROFIT (LOSS) -
      before other income             (9,457)     (11,770)     (15,368)      (9,975)    (659,890)

SETTLEMENT OF DEBT                      --           --           --           --         19,000


NET PROFIT (LOSS)                  $  (9,457)   $ (11,770)   $ (15,368)   $  (9,975)   $(640,890)
                                   =========    =========    =========    =========    =========



NET LOSS PER COMMON
     SHARE

   Basic                           $    --      $    (.01)   $    (.01)   $    (.01)        --
                                   ---------    ---------    ---------    ---------    ---------


AVERAGE OUTSTANDING
    SHARES - (stated in 1,000's)

    Basic                              2,582        1,222         --          2,582        1,222
                                   ---------    ---------    ---------    ---------    ---------
</TABLE>

              The accompanying notes are an integral part of these
                             financial statements.

                                       -5-

<PAGE>

<TABLE>
<CAPTION>


                        TREASURE MOUNTAIN HOLDINGS, INC.
                           (Development Stage Company)
                             STATEMENT OF CASH FLOWS
                   For the Six Months Ended June 30, 2003 and
             2002 and the Period January 1, 1958 (date of inception
                     of development stage) to June 30, 2003

-----------------------------------------------------------------------------------------


                                                     Jun 30,      Jun 30, Jan 1, 1958 to
                                                      2003         2002     Jun 30, 2003
                                                    ---------    ---------    ---------
<S>                                                 <C>          <C>          <C>
CASH FLOWS FROM
   OPERATING ACTIVITIES

   Net profit (loss)                                $ (15,368)   $  (9,975)   $(640,890)


       Adjustments to reconcile net loss to
       net cash provided by operating activities

              Settlement of debt                         --           --        (19,000)
              Changes in accounts payable               7,738       10,643       60,995
         Issuance common stock for expenses             6,000         --        584,320
          Contribution to capital - expenses             --           --          1,200
                                                    ---------    ---------    ---------
               Net Change in Cash from Operations      (1,630)         668      (13,375)
                                                    ---------    ---------    ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES
                                                         --           --           --
                                                    ---------    ---------    ---------

CASH FLOWS FROM FINANCING
   ACTIVITIES

       Proceeds from issuance of common stock            --           --         15,000
                                                    ---------    ---------    ---------


    Net Increase  (Decrease) in Cash                   (1,630)         668        1,625

   Cash at Beginning of Period                          3,255        5,834         --
                                                    ---------    ---------    ---------

   Cash at End of Period                            $   1,625    $   6,502    $   1,625
                                                    =========    =========    =========
</TABLE>
              The accompanying notes are an integral part of these
                             financial statements.

                                       -6-

<PAGE>


<TABLE>
<CAPTION>

                        TREASURE MOUNTAIN HOLDINGS, INC.
                          ( Development Stage Company)
                      STATEMENTS OF CASH FLOWS (Continued)
 Period January 1, 1958 (Date of Inception of development stage) to June 30, 2003

-----------------------------------------------------------------------------------------


SCHEDULE OF NONCASH OPERATING, INVESTING, AND FINANCING  ACTIVITIES

<S>                                                                                         <C>         <C>
Issuance of 400 common shares for services - 1969                                           $   2,000      --
Issuance of 9,720 common shares for payment  of accounts payable - 1970                        52,074
Issuance of 32,000 common shares for all  outstanding stock of Queen Hills - 1970               --      160,000
Issuance of 550 common shares for cash and  payment of accounts payable    - 1972               --        1,375
Issuance of 2,900 common shares for cash and payment of acco--ts pa   4,6701973
Issuance of 3,630  common shares for services - 1985                                            --       18,150
Issuance of 40,331 common shares for all outstanding stock of Notch Peak Corp - 1985          201,657      --
Issuance of 22,610,000 common shares for services - 1997                                       30,000      --
Issuance of 284,570 common shares for payment of debt - 2002                                   28,457
Issuance of 960,000 common shares for expenses - 2002                                          24,000      --
Issuance of 400,000 common shares for expenses - 2003                                           6,000      --

</TABLE>

              The accompanying notes are an integral part of these
                             financial statements.

                                       -7-

<PAGE>



                        TREASURE MOUNTAIN HOLDINGS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 2003

--------------------------------------------------------------------------------


1. ORGANIZATION

The Company was incorporated under the laws of the State of Utah on July 2, 1954
with authorized common stock of 1,000,000 shares at a par value of $.10 with the
name  "Treasure  Mountain  Mining  Company" and on March 21, 1970 the authorized
common stock was  increased to  10,000,000  shares with a par value of $.10.  On
February 11, 1997 the name was changed to "Treasure Mountain Holdings, Inc." and
the authorized  common  capital stock was increased to 50,000,000  shares with a
par value of $.001.  On April 1, 1997 the domicile was changed from the State of
Utah to the State of Nevada.

The Company has been engaged in the activity of the  development  and operations
of mining  properties and in 1957 the operations  were abandoned and the Company
became  inactive.  The  Company has been in the  developmental  stage since that
date.

On October 28, 1997 the Company  completed a reverse  common  stock split of one
share for 100 shares  outstanding and on October 10, 2000 a forward common stock
split of two shares for each  outstanding  share.  This report has been prepared
showing after stock split shares at $.001 par value from inception.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Methods

The  Company  recognizes  income and  expenses  based on the  accrual  method of
accounting.

Dividend Policy

The Company has not yet adopted a policy regarding payment of dividends.

Income Taxes

On June 30,  2003,  the Company had a net  operating  loss  available  for carry
forward of $313,227.  The income tax benefit of  approximately  $93,968 from the
loss carry forward has been fully offset by a valuation  reserve because the use
of the future tax benefit is  undeterminable  since the Company has only limited
operations. The loss carryover expires in the years from 2003 through 2024.

Financial Instruments

The  carrying  amounts of  financial  instruments,  including  cash and accounts
payable, are considered by management to be their estimated fair values.

Basic and Diluted Net Income (Loss) Per Share

Basic net income  (loss) per share  amounts are  computed  based on the weighted
average  number of shares  actually  outstanding.  Diluted net income (loss) per
share amounts are computed  using the weighted  average  number of common shares
and common  equivalent  shares  outstanding  as if shares had been issued on the
exercise of any common share rights unless the exercise becomes antidilutive and
then the diluted income (loss) per shares is not shown.

                                       -8-

<PAGE>



                        TREASURE MOUNTAIN HOLDINGS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 2003

--------------------------------------------------------------------------------

Financial and Concentrations Risk

The Company does not have any concentration or related financial credit risk.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Revenue Recognition

Revenue is recognized on the sale and delivery of a product or the completion of
services provided.

Statements of Cash Flows

For the purposes of the  statements  of cash flows,  the Company  considers  all
highly  liquid  investments  with a maturity of three  months or less to be cash
equivalents.

Estimates and Assumptions

Management uses estimates and assumptions in preparing  financial  statements in
accordance with generally accepted  accounting  principles.  Those estimates and
assumptions  affect the  reported  amounts of the  assets and  liabilities,  the
disclosure of contingent  assets and liabilities,  and the reported revenues and
expenses.  Actual  results  could vary from the  estimates  that were assumed in
preparing these financial statements.

Recent Accounting Pronouncements

The  Company  does not  expect  that the  adoption  of other  recent  accounting
pronouncements will have a material impact on its financial statements.

3.  LICENSE AGREEMENT

On August 11, 2001 the  Company  entered  into an  exclusive  worldwide  license
agreement  to  market a device  known  as "Java  Stir" to be used in the  coffee
industry  venues.  The terms of the  agreement  includes a 5%  royalty  for each
10,000  units sold for a period of 10 years  with a minimum  royalty of $1,000 a
year for the  first two years and  $1,500 a year for the  remaining  years.  The
minimum  royalty began on January 1, 2003 and the first yearly  royalty  payment
was reduced from $1,000 to $200.

4.  CAPITAL STOCK

The Company was  incorporated  in 1954 and became  inactive in 1957.  During the
following years errors  developed in the stock records and therefore the Company
issued 14,281 shares to be held in escrow by the transfer  agent in the event of
any valid claims for shares not recorded in the Company records.

During  2002 the  Company  issued  common  shares to the  officers-directors  as
outlined in note 6.

5.   WARRANTS

On  September  27,  2000 the board of  directors  of the  Company  approved  the
issuance  of  warrants  entitling  the  holders  to  purchase  up  to  3,000,000
restricted  common shares of the Company,  at $.25 per share, at any time before
18 months from the date the  warrant is  granted.  At the date of this report no
warrants had been issued.



                                       -9-

<PAGE>



                        TREASURE MOUNTAIN HOLDINGS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 2003

--------------------------------------------------------------------------------


6.  SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES

Officers-directors  and  their  controlled  entities  have  acquired  93% of the
outstanding common capital stock.

On March 29, 2002 the Company issued  284,570  common shares to related  parties
for the payment of notes payable due them.

On August 9, 2002 the Company  issued  640,000 common shares at $.025 to related
parties as payment for expenses paid for the Company.

On December  30,  2002 the  Company  issued  320,000  common  shares at $.025 to
related parties as payment for expenses paid for the Company.

During March 2003 the Company  issued  400,000 common shares at $.015 as payment
for expenses paid for the Company.

7.  GOING CONCERN

The  Company  intends to acquire  interests  in various  business  opportunities
which,  in the  opinion of  management,  will  provide a profit to the  Company,
however,  the Company does not have the working capital to be successful in this
effort and to service its debt which raises  substantial doubt about its ability
to continue as a going concern.

Continuation  of the  Company as a going  concern is  dependent  upon  obtaining
additional  working  capital and the  management  of the Company has developed a
strategy,  which it believes will accomplish this objective  through  additional
equity funding and long term financing, which will enable the Company to operate
for the coming year.

8.  FINANCIAL STATEMENTS

The accompanying  balance sheets of Treasure  Mountain Holdings Inc. at June 30,
2003 and December 31, 2002, and the related  statements of operations,  and cash
flows for the three and six months  ended June 30,  2003 and 2002 and the period
January l, 1958 (date of inception of  development  stage) to June 30, 2003 have
been  prepared  by  the  Company's  management  in  conformity  with  accounting
principles generally accepted in the United States of America. In the opinion of
management,  all adjustments considered necessary for a fair presentation of the
results of  operations  and  financial  position have been included and all such
adjustments are of a normal recurring nature.

Operating  results  for the quarter  ended June 30,  2003,  are not  necessarily
indicative of the results that can be expected for the year ending  December 31,
2003.


                                      -10-

<PAGE>



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

         The  following  information  should  be read in  conjunction  with  the
financial statements and notes thereto appearing elsewhere in this Form 10-QSB.

         We were organized in 1954 to engage in the business of mining, milling,
processing and marketing various minerals, primarily tungsten. We engaged in the
mining business for a period of time, but then became inactive. We are deemed to
be a development stage company with minimal assets.

         On August 11,  2001,  we  executed a License  Agreement  to acquire the
worldwide,  exclusive license to make, manufacture,  sell, attach a trademark or
trade name to, and to exercise  incidents of ownership in and to all  interests,
proprietary rights and improvement in and to the "Java Stir" product.  Under the
terms of the agreement, we paid $500 for such rights and agreed to pay a royalty
of 5% of gross  revenues for each 10,000 Java Stirs sold by us or our designees.
The term of the  agreement  is for ten years.  We must pay a minimum  royalty of
$1,000  for each of the first two years of the  agreement  and  $1,500  for each
remaining  year.  We  renegotiated  the  agreement to defer the initial  royalty
payment until  January 1, 2003,  and to reduce the minimum  royalty  amount from
$1,000 to $200, which we have paid.

         Java Stir is the only  swizzle  stick  made  exclusively  for  stirring
coffee. The base color of the Java Stir is coffee brown or black and consists of
a sculptured  coffee bean  attached to a thin acrylic stick made of ABS plastic.
The Java Stir can be custom imprinted on the paddle part, an area  approximately
1/2 inch by 1/2 inch, with a company's logo and/or message  pursuant to customer
specifications.  Custom  molding is available  upon request.  The Java Stir will
offer a company logo imprinted on the plastic circular  diameter (paddle) of the
stir stick  combined  with a gold or silver foil  finish for a sharp  noticeable
finish.  We are currently seeking an alternative  manufacturing  source based in
Knwloon Bay, China. Management believes this will enable us to be more effective
in marketing the JavaStir product.

         Presently, necessary operating funds are being provided by our officers
and  directors.  Certain costs and expenses  associated  with our operations and
expenses have been arranged for by a director in exchange for notes payable.  It
is  anticipated  that some future  expenses may be handled in a similar  manner.
However, unless we are able to secure sufficient financing, there is substantial
doubt about our ability to continue as a going concern.

         At June 30, 2003 and December 31, 2002, we had total assets  consisting
of cash of $1,625 and $3,255,  respectively.  Total liabilities at June 30, 2003
and December 31, 2002 were $8,538 and $800,  respectively.  Liabilities  at June
30, 2003 consisted of a demand note in the amount of $2,500 issued to one of our
directors and $6,000  consisting  primarily of accrued  rents and services.  The
note bears interest at 6% per annum and is convertible into shares of our common
stock at a conversion price of $.005 per share. Liabilities at December 31, 2002
consisted primarily of professional fees.

          The Company realized  revenues of $1,310 during the three month period
ended June 30,  2003,  compared to $1,200  revenues for the  corresponding  2002
period.  For the six-month  period ended June 30, 2003, we realized  revenues of
$2,097 compared to $6,200 revenues for the corresponding  2002 period.  Revenues
for the second quarter and the first six months of 2003 were derived from custom
design work.  Revenues  for the second  quarter and the first six months of 2002
were the result of creating  designs for special  orders to be delivered.  Total
expenses were $10,767 for the second quarter of 2003 compared to $12,970 for the
corresponding 2002 period.  Total expenses were $17,465 for the first six months
of 2003 compared to $16,175 for the corresponding  2002 period.  Expenses during
the  second  quarter  and the first six months of 2003 were for  accrued  rents,
services,  general operating expenses and professional fees. Expenses during the
second  quarter and the first six months of 2002 period were for accrued  rents,
services, general operating expenses and professional fees.

         Our net loss for the second quarter of 2003 was $9,457  compared with a
net loss of $11,770 for the second quarter of 2002. The decrease in our net loss
is due to a small  decrease in expenses in 2003.  Our net loss for the first six
months of 2003 was $15,368  compared with a net loss of $9,975 for the first six
months  of 2002.  The  increase  in our net loss is due to a small  increase  in
expenses and a decrease in revenues.

                                      -11-

<PAGE>



         In the  opinion of  management,  inflation  has not and will not have a
material effect on the operations in the immediate future.

Plan of Operation

         Prior  to  entering  into  the  license  agreement,  we  were  actively
investigating  possible  business  opportunities  with the  intent to acquire or
merge  with one or more  business  ventures.  Although  we may,  in the  future,
consider  possible  merger and acquisition  candidates,  management is presently
focusing on developing a marketing  plan for the production and sale of the Java
Stir product.  However,  because we currently lack adequate  funds,  it has been
necessary for the officers and directors to advance funds and to accrue expenses
until such time as alternative  funding can be arranged.  Management  intends to
hold expenses to a minimum and to obtain  services on a  contingency  basis when
possible. On May 17, 2002, the Board of Directors  authorized,  as of January 1,
2002,  the  accrual of rent  expense in the amount of $500 per month  payable to
George I. Norman III, our  President  and a director (in the name of the Alewine
Limited  Liability  Company) and Lane Clissold,  our  Secretary/Treasurer  and a
director.  The Board also  authorized on May 17, 2002 the accrual of services in
the amount of $1,500 per month payable to Messrs.  Norman and Clissold. On March
31, 2003,  we issued an  aggregate of 400,000  shares of common stock to related
parties as payment for  accrued  rent and  services.  As of June 30, 2003 we had
accrued  expenses in the amount of $6,000 for rent and  services  due to related
parties. Directors have agreed to defer any cash compensation until such time as
business conditions permit such expenditures.

         During  the   remainder  of  2003,  we  will  endeavor  to  complete  a
comprehensive  business plan for the  production and marketing of the Java Stir.
Management  anticipates  that  it may  need  to add  employees  to  help  in the
development of its business plan and ultimate marketing of the product. However,
employees will be added only as business conditions warrant and adequate funding
is available.  Also, as financing  becomes  available,  we will perform  certain
marketing studies and market tests to determine the viability of the product and
a product  line. To date,  we have not had  sufficient  capital and resources to
perform  any  marketing  studies  and  market  tests to  further  determine  the
viability of the product or a product  line.  Marketing to date has been posting
web pages of the JavaStir  stir stick  product on our internet  site with an 800
telephone number and a corporate email address.  We have had limited success and
limited  revenues  resulting from creating  designs for special  orders.  We are
attempting  now by the way of small  orders  from its web  site to  produce  and
market the Java Stir.

         Management  estimates  that we need  approximately  $25,000 to finalize
development of the Java Stir and commence more meaningful  marketing.  As of the
date hereof, we have not entered into any agreement or arrangement to secure the
requisite funding. There can be no assurance that we will be able to obtain such
funding when and if needed, or that such funding, if available,  can be obtained
on acceptable terms.

Net Operating Loss

         We have accumulated  approximately $313,227 of net operating loss carry
forwards as of June 30,  2003.  The income tax benefit of $93,968  from the loss
carry  forward has been fully offset by a valuation  reserve  because the use of
the future tax benefit is undeterminable as we have had only limited operations.
The loss  carryforward  expires in the years from 2003 through 2024.  The use of
these  losses to reduce  future  income taxes will depend on the  generation  of
sufficient  taxable  income prior to the  expiration of the net  operating  loss
carryforwards.  In the event of  certain  changes in  control,  there will be an
annual limitation on the amount of net operating loss carryforwards which can be
used.

Forward-looking and Cautionary Statements

         This report includes "forward-looking statements" within the meaning of
Section 27A of the  Securities  Act of 1933,  and Section 21E of the  Securities
Exchange  Act of 1934.  These  forward-looking  statements  may  relate  to such
matters as  anticipated  financial  performance,  future  revenues or  earnings,
business prospects,  projected ventures, new products and services,  anticipated
market  performance  and similar  matters.  When used in this report,  the words
"may,"  "will,"  "expect,"  "anticipate,"   "continue,"  "estimate,"  "project,"
"intend,"  and similar  expressions  are  intended  to identify  forward-looking
statements  regarding events,  conditions,  and financial trends that may affect
our future  plans of  operations,  business  strategy,  operating  results,  and
financial position. We caution readers that a variety of factors could cause our
actual  results  to differ  materially  from the  anticipated  results  or other
matters expressed in forward-looking statements.  These risks and uncertainties,
many of which are beyond our control, include:

         *        the sufficiency of existing capital  resources and our ability
                  to raise  additional  capital  to fund cash  requirements  for
                  future operations;

                                      -12-

<PAGE>



         *        uncertainties  involved in the rate of growth of our  business
                  and acceptance of our products and services;

         *        volatility  of  the  stock  market,  particularly  within  the
                  technology sector; and

         *        general economic conditions.

         Although we believe the expectations reflected in these forward-looking
statements are reasonable,  such  expectations  cannot guarantee future results,
levels of activity, performance or achievements.


Item 3.   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 management,
including our chief executive officer and principal  financial  officer,  of the
effectiveness  of the  design  and  operation  of our  disclosure  controls  and
procedures  as  defined  in Rules  13a-15(e)  and  15d-15(e)  of the  Securities
Exchange Act of 1934.  Based upon that evaluation,  our chief executive  officer
and principal  financial  officer  concluded  that our  disclosure  controls and
procedures  are  effective  to cause the  material  information  required  to be
disclosed  by us in the reports that we file or submit under the Exchange Act to
be  recorded,  processed,  summarized  and  reported  within  the  time  periods
specified in the SEC's rules and forms.  There have been no significant  changes
in our internal  controls or in other factors which could  significantly  affect
internal controls subsequent to the date we carried out our evaluation.


                                     PART II

Item 1.           Legal Proceedings

         There are no material pending legal proceedings to which we are a party
or to which any of our property is subject and, to the best of our knowledge, no
such actions against us are contemplated or threatened.


Item 2.           Changes In Securities and Use of Proceeds

         This Item is not applicable.


Item 3.                    Defaults Upon Senior Securities

         This Item is not applicable.


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

         This Item is not applicable.


Item 5.                    Other Information

         This Item is not applicable.



                                      -13-

<PAGE>



Item 6.                    Exhibits and Reports on Form 8-K

         (a)      Exhibits

                           Exhibit 31.1     Certification of C.E.O.  Pursuant to
                                            Section  302 of the  Sarbanses-Oxley
                                            Act of 2002.

                           Exhibit 31.2     Certification      of      Principal
                                            Accounting   Officer   Pursuant   to
                                            Section  302 of the  Sarbanses-Oxley
                                            Act of 2002.

                           Exhibit 32.1     Certification of C.E.O.  Pursuant to
                                            18 U.S.C.  Section  1350, as Adopted
                                            Pursuant   to  Section  906  of  the
                                            Sarbanes-Oxley Act of 2002.

                           Exhibit 32.2     Certification      of      Principal
                                            Accounting  Officer  Pursuant  to 18
                                            U.S.C.   Section  1350,  as  Adopted
                                            Pursuant   to  Section  906  of  the
                                            Sarbanes- Oxley Act of 2002.

         (b) Reports on Form 8-K

                  No  report  on Form 8-K was filed by the  Company  during  the
                  three-month period ended June 30, 2003.

                                      -14-

<PAGE>



                                   SIGNATURES


         In accordance with the  requirements of the Securities  Exchange Act of
1934,  the  Registrant  caused  this  report to be  signed on its  behalf by the
undersigned, thereunto duly authorized.

                        TREASURE MOUNTAIN HOLDINGS, INC.



Date: August 13, 2003              By:  /S/ GEORGE I. NORMAN, III
                                      -----------------------------------------
                                            George I. Norman, III
                                            President, C.E.O. and Director




Date: August 13, 2003              By: /S/ LANE CLISSOLD
                                      -----------------------------------------
                                            Lane Clissold
                                            Secretary/Treasurer, and Director
                                            (Principal Accounting Officer)


                                      -15-