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 March 31, 2004

                                       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 March 31, 2004

Common Stock, $.001 par value                             3,382,117


                                      -1-
<PAGE>
<TABLE>
<CAPTION>

                                                 TABLE OF CONTENTS

Heading                                                                                                   Page
                                          PART  I.  FINANCIAL INFORMATION

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

                  Balance Sheets - March 31, 2004 (unaudited) and December 31, 2003...................      4

                  Statements of Operations  - three months ended March 31, 2004
                    and 2003 and the period from the date of inception of the development
                    stage on January 1, 1958 to March 31, 2004 (unaudited)............................      5

                  Statements of Changes in Stockholders' Equity - for the period from
                  inception of the development stage on January 1, 1958 to
                  March 31, 2004 (unaudited)..........................................................      6

                  Statements of Cash Flows - three  months  ended March 31, 2004
                    and 2003 and the period from  inception  of the  development
                    stage
                    on January 1, 1958 to March 31, 2004 (unaudited)..................................      8

                  Notes to Financial Statements ......................................................      9

Item 2.      Management's Discussion and Analysis or Results of Operations............................     12

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


                                            PART II. OTHER INFORMATION

Item 1.      Legal Proceedings........................................................................     14

Item 2.      Changes in Securities and Use of Proceeds................................................     14

Item 3.      Defaults Upon Senior Securities..........................................................     14

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

Item 5.      Other Information........................................................................     15

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

             Signatures...............................................................................     16
</TABLE>

                                                        -2-

<PAGE>

                                     PART I

Item 1.       Financial Statements.

     The accompanying unaudited balance sheet of Treasure Mountain Holdings Inc.
at March 31, 2004,  related  statements of operations,  changes in stockholders'
equity and cash flows for the three months ended March 31, 2004 and 2003 and the
period  January l, 1958 (date of  inception of  development  stage) to March 31,
2004, 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 March 31, 2004, are
not  necessarily  indicative  of the results that can be expected for the fiscal
year ending December 31, 2004.


                                      -3-
<PAGE>
<TABLE>
<CAPTION>
                        TREASURE MOUNTAIN HOLDINGS, INC.
                           (Development Stage Company)
                                 BALANCE SHEETS
                      March 31, 2004 and December 31, 2003

                                                             Mar 31,      Dec 31,
                                                              2004         2003
                                                            ---------    ---------
ASSETS

CURRENT ASSETS
<S>                                                         <C>          <C>
   Cash                                                     $     978    $     145
                                                            ---------    ---------

   Total Current Assets                                     $     978    $     145
                                                            =========    =========

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES

     Note payable - related party                           $   1,002    $   5,144
 Accounts payable                                               3,673        2,640
                                                            ---------    ---------

          Total Current Liabilities                             4,675        7,784
                                                            ---------    ---------

STOCKHOLDERS' EQUITY

     Common stock
       50,000,000 shares authorized, at $0.001 par value,
      3,382,117 shares issued and outstanding                   3,382        3,382

   Capital in excess of par value                             693,889      684,370

    Accumulated deficit  - Note 1                            (700,968)    (695,391)
                                                            ---------    ---------

       Total Stockholders' Equity                              (3,697)      (7,639)
                                                            ---------    ---------


                                                            $     978    $     145
                                                            =========    =========
</TABLE>





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


                                      -4-
<PAGE>




                        TREASURE MOUNTAIN HOLDINGS, INC.
                           (Development Stage Company)
                            STATEMENTS OF OPERATIONS
        For the Three Months Ended March 31, 2004 and 2003 and the Period
   January 1, 1958 (date of inception of development stage) to March 31, 2004


                                    Mar 31,        Mar 31,      Jan 1, 1958
                                     2004           2003      to Mar 31, 2004
                                  -----------    -----------    -----------


REVENUES                          $      --      $       787    $    10,697

EXPENSES                                5,577          6,698        688,353
                                  -----------    -----------    -----------

NET LOSS - before other income         (5,577)        (5,911)      (677,656)

OTHER INCOME AND EXPENSE

   Gain from settlement of debt          --             --           19,000
   Interest expense                      --             --             (537)
                                  -----------    -----------    -----------


NET LOSS                          $    (5,577)   $    (5,911)   $  (659,193)
                                  ===========    ===========    ===========



NET LOSS PER COMMON SHARE

   Basic and diluted              $      --      $      --
                                  -----------    -----------



AVERAGE OUTSTANDING SHARES

    Basic                           3,382,117      2,382,117
                                  -----------    -----------








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


                                       -5-

<PAGE>
<TABLE>
<CAPTION>

                        TREASURE MOUNTAIN HOLDINGS, INC.
                           (Development Stage Company)
                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                For the Period January 1, 1958 (date of inception
                    of development stage) to March 31, 2004

                                                                                  Capital in
                                                             Common Stock          Excess of    Accumulated
                                                          Shares       Amount      Par Value       Deficit
                                                        ----------   ----------   ----------    -----------
<S>                                                     <C>          <C>          <C>           <C>
Balance January 1, 1958                                     14,810           15      126,154       (41,775)

Net operating loss for the years ended
    December 31, 1958                                         --           --           --         (43,600)
    December 31, 1959                                         --           --           --         (28,619)
    December 31, 1960                                         --           --           --         (42,175)
    December 31, 1961                                         --           --           --         (23,449)
Issuance of common shares for services - 1969                  400         --          2,000          --
Net operating loss for the year ended
   December 31, 1969                                          --           --           --          (2,000)
Issuance of common shares for payment
   of accounts payable - 1970                                9,720           10       52,064          --
Issuance of common shares for cash - 1970                    1,000            1        4,999          --
Issuance of common shares for all
  outstanding stock of Queen Hills - 1970                   32,000           32      159,968          --
Net operating loss for the year ended
   December 31, 1970                                          --           --           --          (9,670)
Issuance of common shares for cash and
   payment of accounts payable  - 1972                         550            1        1,374          --
Issuance of common shares for cash and
   payment of accounts payable - 1973                        2,900            3        4,667          --
Net operating loss for the year ended
   December 31, 1975                                          --           --           --        (160,000)
Issuance of common shares for services - 1985                3,630            4       18,146          --
Issuance of common shares for all outstanding
    stock of Notch Peak Corp - 1985                         40,331           40      201,617          --
Net operating loss for the year ended
   December 31, 1985                                          --           --           --         (18,150)
Net operating loss for the year ended
   December 31, 1988                                          --           --           --        (201,657)
Issuance of common shares for services - 1997           22,610,000       22,610        7,390          --
Issuance of common shares for cash - 1997                  100,000          100        9,900          --
Issuance of additional common shares
   resulting from stock split - 1997                        31,206           31          (31)         --
Net operating loss for the year ended
   December 31, 1997                                          --           --           --         (64,560)
Contributions to capital - 1997                               --           --            750          --
                                                        ----------   ----------   ----------    -----------

Balance December 31, 1997                               22,846,547       22,847      588,998      (635,655)
</TABLE>


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


                                      -6-
<PAGE>

<TABLE>
<CAPTION>

                        TREASURE MOUNTAIN HOLDINGS, INC.
                           (Development Stage Company)
           STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - (Continued)
               For the Period January 1, 1958 (date of inception
                    of development stage) to March 31, 2004
                                                                                    Capital in
                                                            Common Stock            Excess of     Accumulated
                                                        Shares         Amount       Par Value       Deficit
                                                     -----------    -----------    -----------   ------------

<S>                                                  <C>            <C>            <C>           <C>
Contributions to capital - 1998                             --             --              450          --
Net operating loss for the year ended
    December 31, 1998                                       --             --             --            (573)
Contributions to capital - settlement
   of debt - related party                                  --             --            5,000          --
Net operating profit for the year ended
   December 31, 1999                                        --             --             --          18,497
Common shares returned and canceled
   by related parties as capital
   contribution - September 27, 2000                 (21,909,000)       (21,909)        21,909          --
Net operating loss for the year ended
   December 31, 2000                                        --             --             --          (6,618)
Net operating loss for the year ended
   December 31, 2001                                        --             --             --         (16,926)
Issuance of common shares for payment
   of debt at $.10 - March 29, 2002                      284,570            284         28,173          --
Issuance of common shares for expenses
   at $.025 - related parties - August 9, 2002           640,000            640         15,360          --
Issuance of common shares for expenses at
   $.025 - related parties - December 30, 2002           320,000            320          7,680          --
Net operating loss for the year ended
    December 31, 2002                                       --             --             --         (26,022)
Issuance of common shares for expenses
   at $.015 - March 31,2003 - related parties            400,000            400          5,600          --
Issuance of common shares for expenses
   at $.015 - September 30, 2003 - related parties       800,000            800         11,200          --
Net operating loss for year ended
   December 31, 2003                                        --             --             --         (28,094)
                                                     -----------    -----------    -----------   ------------
Balance December 31, 2003                              3,382,117          3,382        684,370      (695,391)

Contribution to capital - settlement of
   debt - related party                                     --             --            9,519          --
Net operating loss for the three months
   ended March 31, 2004                                     --             --             --          (5,577)
                                                     -----------    -----------    -----------   ------------

Balance March 31, 2004                                 3,382,117    $     3,382    $   693,889   $  (700,968)
                                                     ===========    ===========    ===========   ===========

</TABLE>


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

                                      -7-
<PAGE>
<TABLE>
<CAPTION>
                        TREASURE MOUNTAIN HOLDINGS, INC.
                           (Development Stage Company)
                             STATEMENT OF CASH FLOWS
               For the Three Months Ended March 31, 2004 and 2003
                    and the Period January 1, 1958 (date of
                inception of development stage) to March 31, 2004

                                                                      Mar 31,      Mar 31,   Jan 1, 1958 to
                                                                        2004        2003      Mar 31, 2004
                                                                     ---------    ---------  -------------
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                                  <C>          <C>          <C>
   Net loss                                                          $  (5,577)   $  (5,911)   $(659,193)

   Adjustments to reconcile net loss to
   net cash provided by operating activities
          Gain from settlement of debt                                    --           --        (19,000)
          Changes in accounts payable                                    5,408         (800)      87,649

          Issuance common stock for expenses                              --          6,000      575,520
                                                                     ---------    ---------    ---------

               Net Change in Cash from Operations                          169         (711)     (15,024)
                                                                     ---------    ---------    ---------

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

        Proceed from note payable                                        1,002        2,500        1,002
        Proceeds from issuance of common stock                            --           --         15,000
                                                                     ---------    ---------    ---------

            Net Increase  (Decrease) in Cash                               833        1,789          978

   Cash at Beginning of Period                                             145        3,255         --
                                                                     ---------    ---------    ---------

   Cash at End of Period                                             $     978    $   5,044    $     978
                                                                     =========    =========    =========
 SUPPLEMENTAL INFORMATION

NON-CASH FLOWS FROM INVESTING
    ACTIVITIES

   Cancellation of notes payable-
      related party, contributed to capital
      in excess of par value                                             5,187
   Assumption of accounts payable by
      related party, contributed to capital
      in excess of par value                                             4,332




</TABLE>

    The accompanying notes are an integral part of these financial statements

                                      -8-
<PAGE>

                        TREASURE MOUNTAIN HOLDINGS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 2004



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.

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

 The Company utilizes the liability method of accounting for income taxes. Under
 the liability  method deferred tax assets and liabilities are determined  based
 on the differences  between financial reporting and the tax bases of the assets
 and liabilities and are measured using the enacted tax rates and laws that will
 be in effect,  when the  differences  are  expected  to reverse.  An  allowance
 against deferred tax assets is recorded,  when it is more likely than not, that
 such tax benefits will not be realized.

 On March 31, 2004,  the Company had a net  operating  loss  available for carry
 forward of $129,873.  The income tax benefit of approximately  $39,000 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  no
 operations. The loss carryover expires in the years from 2004 through 2025.

 Financial Instruments
 ---------------------

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

                                      -9-
<PAGE>

                        TREASURE MOUNTAIN HOLDINGS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 2004



2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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.

Financial and Concentrations Risk
---------------------------------

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

Revenue Recognition
-------------------

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

Advertising and Market Development
----------------------------------

The Company will expense advertising and market development costs as incurred.

Statement of Cash Flows
-----------------------

For the  purposes of the  statement  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.

                                      -10-
<PAGE>

                        TREASURE MOUNTAIN HOLDINGS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 2004


3.  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 and 2003 the Company issued common shares to the  officers-directors
as previously reflected in the SEC .

4.   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 granted.

5.  SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES

Officers-directors,  their  controlled  entities,  and a major  stockholder  own
approximately 96% of the outstanding common capital stock.

During February 2004 an officer cancelled notes payable and accrued interest due
him of $5,187 by the Company and the Company=s officers assumed accounts payable
of $4,332, which total of $9,519 was recorded as a contribution to capital.

On March  31,  2004  the  Company  had a  demand  note  with 6%  interest  due a
controlling stockholder of $1,002.

6.  GOING CONCERN

The Company as of March 31, 2004 has a deficit net working  capital  position of
approximately  $3,700,  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 may accomplish this objective through additional debt and equity
financing, which may enable the Company to operate for the coming year.

7.  SUBSEQUENT EVENT

On April 20, 2004,  the Company  received an  additional  loan of $10,000 in the
form of a demand note with 6% interest due a controlling stockholder.

                                      -11-
<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  entered  into a license  agreement  to acquire a
worldwide  exclusive license to make,  manufacture and market the "Java Stir," a
molded  plastic  stir or  swizzle  stick  to be used  specifically  with  coffee
beverages.  On February 19, 2004, we notified the inventor of the Java Stir that
we were permitting the license  agreement to lapse,  effective  retroactively to
January 1, 2004. We based this decision on the  complications  of  engineering a
new mold to replace the one  initially  provided by the  inventor and because of
monetary constraints related to inventory and marketing the product.

     On February 26, 2004,  three  shareholders,  including two of our directors
George I. Norman III and Lane Clissold, sold privately an aggregate of 2,781,640
shares of our common  stock,  representing  82% of our  outstanding  shares,  to
Scimitar  Holdings,  LLC. This  transaction  created a change in control in that
Scimitar now has majority voting control of our common stock and is thereby able
to control the  management and policies of our Company.  In connection  with the
stock sale, the two directors entered into an Administrative  Services Agreement
with Scimitar  whereby Messrs.  Norman and Clissold will remain as the directors
and executive officers and perform administrative duties to maintain the day-to-
day  operations.  The agreement also provides for an arrangement  concerning the
future election or appointment of directors.

     Management is reviewing and evaluating our present business and financial
position and we  anticipate  our business  activities  and plan of operations to
change as a result of the change of control.  We have  abandoned our  operations
concerning the  development  and marketing of the Java Stir,  which has been our
sole business. We have no definitive plans as to our future operations, nor have
we entered into any  agreement or  understanding  involving  any  potential  new
business  or  activity.  The Company is  currently  in  preliminary  discussions
regarding a potential  merger  candidate.  However,  we can provide no assurance
that a transaction  will  develop  from  these  discussions.  There can be no
assurance as to when or if we will enter into any such agreement and there is no
assurance as to our future business activities.

     In the recent past,  necessary  operating  funds have been  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 Scimitar will provide funds for operating
expenses  in the  immediate  future.  However,  unless  we are  able  to  secure
sufficient funds,  there is substantial doubt about our ability to continue as a
going concern.

     At March 31, 2004 and December 31, 2003, we had total assets  consisting of
cash of $978 and $145,  respectively.  Total  liabilities  at March 31, 2004 and
December 31, 2003 were $4,675 and $7,784, respectively. Liabilities at March 31,
2004 included a 6% demand note in the amount of $1,002 payable to Scimitar,  and
accounts payable of $3,673, primarily comprised of professional fees.

     As a result of our  decision to abandon the Java Stir,  we did not have any
revenues  during the three- month  period ended March 31, 2004.  There can be no
assurance  that we will  realize  revenues  in the  future  until  such  time as
management  identifies  a new  business  in which we may become  engaged.  Total
expenses  for the first  quarter of 2004 were $5,577  compared to $6,698 for the
corresponding  2003 period.  Expenses  during the first quarter of 2004 were for
accrued rent,  services,  general operating  expenses and professional fees. Our
net loss for the first  quarter of 2004 was $5,577  compared  with a net loss of
$5,911 for the first quarter of 2003.
                                      -12-
<PAGE>

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

Plan of Operation

     Prior to entering  into the license  agreement  for the Java Stir,  we were
actively  investigating  possible  business  opportunities  with the  intent  to
acquire or merge with one or more business  ventures.  As a result of the change
in control and  abandoning of the Java Stir product,  we anticipate  that during
the next 12 months we will actively seek out and investigate  possible  business
opportunities  for the purpose of acquiring or merging with one or more business
ventures.  We do not intend to limit our search to any  particular  industry  or
type of business.

     Because we lack funds,  it is  necessary  for  Scimitar or our officers and
directors to either  advance  funds or to accrue  expenses  until such time as a
successful  business  consolidation  can be  made.  Management  intends  to hold
expenses  to a minimum  and to  obtain  services  on a  contingency  basis  when
possible.   Presently,  we  have  no  employees  and  our  directors  are  being
compensated under the Administrative  Services Agreement.  However, if we engage
outside advisors or consultants in our search for business opportunities, it may
be necessary to attempt to raise  additional  funds.  As of the date hereof,  we
have not made any arrangements or definitive  agreements to use outside advisors
or consultants or to raise any capital.

     In the  event  we need to  raise  capital,  the only  method  likely  to be
available to us would be the private sale of our securities.  Until such time as
we  consummate  an  acquisition  or merger or become  engaged in a new  business
enterprise,  it is unlikely that we could make a public sale of securities or be
able to borrow any  significant  sum from either a commercial or private lender.
There can be no assurance that we will be able to obtain additional funding when
and if needed, or that such funding, if available, can be obtained on acceptable
terms.

     We presently  do not intend to hire any  employees,  with the  exception of
using the services of Messrs. Norman and Clissold or possibly part-time clerical
assistance on an as-needed  basis.  Outside advisors or consultants will be used
only if they can be obtained  for minimal cost or on a deferred  payment  basis.
Management  believes  we will be able to operate in this  manner and to continue
our search for business opportunities during the next twelve months.  Management
further  believes that we will not have to make any  equipment  purchases in the
immediate future.

Net Operating Loss

     We have  accumulated  approximately  $129,873 of net  operating  loss carry
forwards as of March 31,  2004.  The income tax benefit of $39,000 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 2004 through 2025. 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.
Because of the chnage in control of our Company in February,  2004, there may 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 and similar matters.  When used in this

                                      -13-
<PAGE>

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:

    o    our ability to search for an appropriate  business  opportunity  and to
         subsequently acquire or merge with such entity;
    o    the sufficiency of existing capital  resources and our ability to raise
         additional capital to fund cash requirements for future operations;
    o    our ability to meet current cash and working capital needs;
    o    our ability to maintain our corporate existence as a viable entity;
    o    volatility of the stock market;
    o    general economic conditions; and o other risks detailed in our periodic
         report filings with the SEC.

     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.

                                      -14-
<PAGE>
Item 5.       Other Information

     On February  26, 2004,  there was a change in control of Treasure  Mountain
Holdings,  Inc.  effected  pursuant to a Common Stock Purchase  Agreement  among
George I. Norman III, Alewine Limited Liability Company, Lane Clissold and Raven
Clissold  (collectively  the  "Sellers"),  Scimitar  Holdings,  LLC and Treasure
Mountain  Holdings.  Messrs.  Norman and  Clissold  are  members of our board of
directors.  Under the  Stock  Purchase  Agreement,  Scimitar  acquired  from the
Sellers  2,781,640 shares of our outstanding  common stock,  representing 82% of
the total outstanding  shares, for the aggregate cash purchase price of $270,000
($0.097 per share),  paid at the closing on February 26, 2004. Scimitar is a New
York limited liability company and a wholly-owned  subsidiary of Spencer Trask &
Co., a Delaware corporation. The amount of the purchase price was contributed to
Scimitar by Spencer Trask & Co. as capital.

     In addition to the Stock Purchase Agreement and contemporaneous  therewith,
Messrs.  Norman and Clissold entered into an Administrative  Services  Agreement
with Scimitar and Treasure  Mountain.  Under the  provisions of that  agreement,
Messrs.  Norman and Clissold will remain as the directors and executive officers
of Treasure Mountain for the primary purpose of performing administrative duties
in  maintaining  day-to-day  Company  functions.  Further,  Messrs.  Norman  and
Clissold must (i) obtain the approval of Scimitar  before  entering into certain
specified  types of transactions  on behalf of Treasure  Mountain,  (ii) appoint
designees  of Scimitar to fill  vacancies on our board of  directors,  and (iii)
resign their positions as executive officers and/or directors if so requested by
Scimitar.

     The term of the  Administrative  Services Agreement is until July 31, 2004,
which term may be extended by the parties.  Commencing May 15, 2004, we will pay
Messrs.  Norman and  Clissold  an  aggregate  of $1,000 per month in the form of
shares of Treasure  Mountain  common stock, to be valued at the greater of $0.10
per share or the average of the  closing  price of the common  stock  during the
five trading days immediately  prior to the issuance date. Also, Mr. Norman will
receive $1,000 per month cash compensation commencing March 15, 2004 and for the
term of the Administrative Services Agreement.

     As a result of its stock ownership of Treasure  Mountain,  under applicable
law and  pursuant to the  Administrative  Services  Agreement,  Scimitar has the
right to elect all of the  members  of our board of  directors  and  thereby  to
control the management and policies of our Company.

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 Sarbanes-Oxley Act of 2002.

              Exhibit 31.2     Certification  of  Principal  Accounting  Officer
                               Pursuant to Section 302 of the Sarbanes-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.

                                      -15-
<PAGE>

     (b) Reports on Form 8-K

         We filed a current report on Form 8-K on March 3, 2004 reporting  under
     Item 4 the change in our certifying accountant.

         We  filed a  second  current  report  on Form  8-K on  March  11,  2004
     reporting  under Items 1 and 5 the change in control of our Company and the
     execution of the Administrative Services Agreement.


                                   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: May 14, 2004                       By:  /S/ GEORGE I. NORMAN, III
                                            ------------------------------------
                                             George I. Norman, III
                                             President, C.E.O. and Director




Date: May 14, 2004                       By: /S/ LANE CLISSOLD
                                            ------------------------------------
                                             Lane Clissold
                                             Secretary/Treasurer, and Director
                                             (Principal Accounting Officer)





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