UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION





WASHINGTON,
D.C. 20549





FORM
10-KSB/A


(Amendment
No. 2)





þ  ANNUAL
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE


ACT
OF 1934 FOR THE FISCAL YEAR ENDED OCTOBER 31, 2007





OR





TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES


EXCHANGE
ACT OF 1934 for the transition period from _____ to _____





COMMISSION
FILE NUMBER: 000-21785





Rim
Semiconductor Company


(Name of
small business issuer in its charter)





Utah
              (State
      or other jurisdiction of
              incorporation
      or organization)
            95-4545704
              (I.R.S.
      employer
              identification
      no.)





305
      NE 102nd Avenue, Suite 350
              Portland,
      Oregon 97220
              (Address
      of principal executive offices,
              including
      zip code)
            (503)
      257-6700
              (Issuer’s
      telephone number,
              including
      area code)





Securities
Registered Under Section 12(b) Of The Exchange Act:


None





Securities
Registered Under Section 12(g) Of The Exchange Act:


Common
Stock, $.001 Par Value


___________________________________________________________________________





Check
whether the issuer is not required to file reports pursuant to Section 13 or
15(d) of the Exchange Act. o




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
to such filing requirements for the past 90 days. Yes þ No o




Check if
there is no disclosure of delinquent filers pursuant to Item 405 of Regulation
S-B contained in this form, and no disclosure will be contained, to the best of
registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. þ




Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes o No þ




Issuer’s
revenues for the fiscal year ended October 31, 2007: $14,757




The
aggregate market value of the registrant’s common stock, $0.001 par value per
share, held by non-affiliates of the registrant on February 26, 2008 was
approximately $12,800,000 (based on the closing sales price of the registrant’s
common stock on that date ($0.027)). Shares of the registrant’s common stock
held by each officer and director and each person known to the registrant to own
10% or more of the outstanding voting power of the registrant have been excluded
in that such persons may be deemed to be affiliates. This determination of
affiliate status is not a determination for other purposes.




The
number of shares of the issuer’s common stock outstanding as of February 26,
2008 was 538,132,134.




DOCUMENTS
INCORPORATED BY REFERENCE: NONE




Transitional
Small Business Disclosure Format: Yes o No þ












EXPLANATORY
NOTE





This Annual Report on Form
10-KSB/A (Amendment No. 2) is being filed by Rim Semiconductor Company
(“we,” “us” or the “Company”) to amend the Company’s Annual Report on Form
10-KSB for the period ended October 31, 2007 that was initially filed with the
Securities and Exchange Commission (the “SEC”) on  January 29, 2008
and subsequently amended on February 13, 2008 Form 10-KSB/A (Amendment No.
1).





This Form 10-KSB/A (Amendment No.
2) amends only Items 9, 10, 11, 12 and 14 of Part III of the Form 10-KSB/A
(Amendment No. 1) (the “Amended Items”). In accordance with Rule 12b-15 under
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the
Amended Items have been amended and restated in their entirety. No attempt has
been made in this Form 10-KSB/A (Amendment No. 2) to modify or update other
disclosures as presented in the 10-KSB/A (Amendment No. 1). In addition, the
exhibit list in Item 13 of Part III has not been updated except that
currently-dated certifications from our Chief Executive Officer and Chief
Financial Officer, as required by Rule 12b-15 under the Exchange Act, are filed
with this Form 10-KSB/A (Amendment No. 2) as Exhibits 31.1 and
32.1.





PART
III





ITEM 9.DIRECTORS AND EXECUTIVE
OFFICERS, PROMOTERS AND
CONTROL PERSONS AND CORPORATE GOVERNANCE; COMPLIANCE WITH SECTION 16(A) OF THE
EXCHANGE ACT





Directors and Executive
Officers, Promoters and Control Persons




The Board
of Directors of Rim Semiconductor has currently set the number of directors
constituting the whole board at five. The names, ages and positions of our
directors, executive officers and key employees are as follows:




Name
            
            Age
            
            PositionBrad
      Ketch
            
            45
            
            President,
      Chief Executive Officer, Secretary, Principal Financial Officer and
      DirectorRay
      Willenberg, Jr.
            
            56
            
            Chairman
      of the Board and Executive Vice PresidentDavid
      Wojcik
            
            42
            
            Senior
      Vice PresidentJack
      L. Peckham
            
            66
            
            Director(1)“David”
      Boon Tiong Tan
            
            51
            
            DirectorWilliam
      A. Swope
            
            61
            
            Director





(1)  
Audit Committee and Compensation Committee Member




The
business experience, principal occupations and employment, as well as the
periods of service, of each of our directors and executive officers during at
least the last five years are set forth below.




Brad Ketch
has served as our President and Chief Executive Officer, as well as a director,
since December 2002.  With over 20 years experience creating shareholder
value through broadband telecommunications products and services, Mr. Ketch, in
2002, served as CEO of Kentrox LLC, a manufacturer and marketer of data
networking equipment.  At Kentrox, Mr. Ketch was responsible for a company
with 260 employees and $90 million in annual revenues.  Previously, he was
Senior Vice President of Sales and Marketing for HyperEdge Corporation, a
company he co-founded. HyperEdge acquired and integrated broadband access
equipment manufacturers to further enable service providers to deliver broadband
access to the “Last Mile.”  Before that, Mr. Ketch implemented strategic
business and technical plans for competitive local exchange carrier network
access and created products targeted at the incumbent local exchange carrier
market as a consultant to various telecommunications companies.  Prior to
1997 he served in various capacities at Nortel (NT), Advanced Fibre
Communications (now Tellabs (TLAB)) and Cincinnati Bell (CBB).  Mr. Ketch
has a Bachelor of Arts degree in Economics from Wheaton College and an MBA from
Northwestern University.




Ray Willenberg,
Jr.served
as our President, Chief Executive Officer and Chairman of the Board from April
1997 to March 2002, and was elected a director in October 1996.  Mr.
Willenberg joined us as Vice President and corporate Secretary in 1996.  He
currently serves as our Executive Vice President and Chairman of the Board of
Directors.  From 1972 to 1995, Mr. Willenberg was Chief Executive Officer
of Mesa Mortgage Company in San Diego, California.




David
Wojcik joined the Company as our Senior Vice President of Sales,
Marketing and Business Development in September 2006.  With over eighteen
years’ experience, including more than ten years in sales with
telecommunications equipment leader Alcatel, Mr. Wojcik brings strong leadership
and success in broadband communications equipment sales, business development
and engineering. An accomplished executive with broad expertise in sophisticated
data technology, Mr. Wojcik achieved significant success leading large
organizations as well as building and developing startup teams.  His
efforts have resulted in the implementation of hundreds of millions of dollars
in network solutions equipment and services during his career.  Mr. Wojcik
has held many leadership positions including serving as vice president of sales
for Alcatel-Lucent (ALU) from 2001 through early 2005, co-founder and executive
of Neutral Tandem Inc. (NTDM) in 2000 until joining Alcatel, and as a member of
the research and development staff at Tellabs (TLAB).  Most recently, from
the second quarter of 2005 until joining us in March 2006, he was Area Vice
President of Sales at Telmar Network Technology (formerly Somera
Communications).  Mr. Wojcik holds a BS in Electrical Engineering from
Southern Illinois University.




Jack L.
Peckhamis a
founder and director of Heritage Bank of Commerce in San Jose, California, and
serves on its audit and compensation committees.  He is currently the
Chairman and CEO of Broadband Graphics, a company which owns and licenses
intellectual property in the areas of video and desktop computing.  From
1985 through 1998, Mr. Peckham held various positions at ATMEL Corporation
(ATML), retiring as its General Manager.  He received an MA and a BA in
Finance and marketing from Burdette College, Boston.




1




William A.
Swope was appointed to our Board of Directors effective January 3,
2008.  Mr. Swope is corporate vice president and general manager of
Intel’s (INTC) Corporate Affairs Group. He is responsible for enhancing Intel’s
position as the world’s leading technology brand in business and corporate
citizenship. He manages global business units at Intel and is responsible for
worldwide public policy, education, community engagement, public affairs, social
responsibility and the Intel Foundation. Since joining Intel in 1979, Mr. Swope
has been engaged in manufacturing technology planning, strategic product
planning and product management. He has served as director of Digital Enterprise
Brand Management, and prior to that he was general manager of Intel’s Software
and Solutions Group (SSG), reporting to its president and chief operating
officer. In that capacity he managed the software products and enabling efforts
within SSG. From 1993 to 1995, he served as the general manager of the Pentium®
Pro processor team. Mr. Swope was promoted to vice president in 1996, and
corporate vice president in 2003. Mr. Swope received his bachelor’s degree in
applied physics from Tufts College. He also holds a master’s degree in
management from Massachusetts Institute of Technology.




“David” Boon
Tiong Tanhas served as a member of the Board of Directors since
September 2006.  From 1996 until 2000, Dr. Tan served as the head of
the Technology Development Department of SingTel, Asia’s leading
telecommunications group, where he was responsible for the development of the
DSL and ATM infrastructure.  In 2000, he joined Mediacorp Singapore,
where he managed its new media initiative and its technology fund until
2002.  From 2002 to 2004, he was an independent technology
consultant.  In 2004, Dr. Tan  headed the Venture Support
unit the National University of Singapore (NUS) where he was responsible for the
funding and incubation of over 30 technology start-ups.  Presently, he
is a Board member of Lynk Biotechnologies.  Dr. Tan holds a Ph.D. from
Cambridge University.





Section 16(A) Beneficial
Ownership Reporting Compliance




Section
16(a) of the Securities Exchange Act of 1934, as amended, requires each of our
officers and directors and each person who owns more than 10% of a registered
class of our equity securities to file with the SEC an initial report of
ownership and subsequent reports of changes in such ownership.  Such
persons are further required by SEC regulation to furnish us with copies of all
Section 16(a) forms (including Forms 3, 4 and 5) that they file.  Based
solely on our review of the copies of such forms received by us with respect to
fiscal year 2007, or written representations from certain reporting persons, we
believe all of our directors and executive officers met all applicable filing
requirements for the fiscal year ended October 31, 2007.




Code of
Ethics





We have
adopted a code of ethics that applies to our chief executive officer, president,
chief financial officer, controller and others performing similar executive and
financial functions at the Company. This code of ethics is posted at
www.rimsemi.com. The code of ethics may be found as follows: From our main Web
page, first click on “Investor” at the top of the page. Next, click on
“Governance.”  Finally, click on “Ethics.”  We intend to
satisfy the disclosure requirement under Item 10 of Form 8-K regarding an
amendment to, or waiver from, a provision of this code of ethics by posting such
information on our website, at the address and location specified
above.





Audit Committee
Matters





Our Board
of Directors operates with the assistance of a designated Audit Committee. The
function of the Audit Committee is to (i) make recommendations to the full Board
of Directors with respect to appointment of the Company’s independent registered
public accounting firm, and (ii) meet periodically with our independent
registered public accounting firm to review the general scope of audit coverage,
including consideration of internal accounting controls and financial
reporting.




Jack L.
Peckham was appointed to the Audit Committee in 2005, and is presently the sole
member of the committee.  The Board of Directors has determined that Mr.
Peckham is an “Audit Committee Financial Expert” for purposes of the SEC’s
rules.  The Board believes that Mr. Peckham meets the independence criteria
set out in Rule 4200(a)(14) of the Marketplace Rules of the National Association
of Securities Dealers and the rules and other requirements of the
SEC.


2




ITEM
10.  EXECUTIVE COMPENSATION
 
 Summary Compensation
Table
 
 The
following table sets forth all compensation for each of the last two fiscal
years awarded to, or earned by, our Chief Executive Officer and the two most
highly compensated executive officers other than the Chief Executive Officer
serving as such at the end of 2007 whose total compensation exceeded $100,000.00
for the year ended October 31, 2007.


Name and Principal
              Position(s)
            Year
            
            Salary
            
            
            Bonus
            
            
            Option
      Awards(1)
            
            
            TotalBrad Ketch,President
      and Chief Executive Officer
              (and
      Principal Financial Officer)
            2007
            
            $
            250,000
            (2)
            
            $
            --
            
            
            $
            181,848
            (3)
            
            $
            431,8482006
            
            $
            250,000
            
            
            $
            150,000
            
            
            $
            288,900
            (4)
            
            $
            695,932Ray Willenberg, Jr.,
      Chairman of the Board,
              Executive
      Vice President
            2007
            
            $
            250,000
            (5)
            
            $
            --
            
            
            $
            90,924
            (6)
            
            $
            340,9242006
            
            $
            188,000
            
            
            $
            75,000
            
            
            $
            288,900
            (7)
            
            $
            558,932David Wojcik,Vice
      President
            2007
            
            $
            245,159
            (8)
            
            $
            220,000
            (9)
            
            $
            --
            
            
            $
            465,1592006
            
            $
            149,625
            (10)
            
            $
            40,000
            (11)
            
            $
            598,105
            (12)
            
            $
            787,730





(1)
            The value of an option award in
      this table equals the dollar amount recognized for financial statement
      reporting purposes in the fiscal year the option was
      awarded.


(2)
            Includes
      $31,250 in accrued but unpaid
salary.


(3)
            Represents
      value of options for the purchase of 2,000,000 shares of common stock
      granted to Mr. Ketch in November 2006 which vest in 36 monthly
      installments. As of October 31, 2007, of the 2,000,000 total option
      shares, 666,800 were vested.


(4)
            Represents
      value of options for the purchase of 10,700,000 shares of common stock
      granted to Mr. Ketch in January
2006.


(5)
            Includes
      $31,250 in accrued but unpaid
salary.


(6)
            Represents
      value of options for the purchase of 1,000,000 shares of common stock
      granted to Mr. Willenberg in November 2006 which vest in 36 monthly
      installments. As of October 31, 2007, of the 1,000,000 total option
      shares, 333,520 were vested.


(7)
            Represents
      value of options for the purchase of 10,700,000 shares of common
      stock granted to Mr. Willenberg in January
  2006.


(8)
            Includes
      $28,125 in accrued but unpaid salary, $196,875 of Mr. Wojcik’s salary paid
      during fiscal year 2007, and $20,159 in moving expenses paid during fiscal
      year 2007 per the terms of Mr. Wojcik’s employment
    agreement.


(9)
            Represents
      $80,000 paid during fiscal year 2007, and $100,000 moving bonus and
      $40,000 performance bonus accrued at October 31, 2007 and paid during
      fiscal year 2008.


(10)
            Represents
      $37,500 of Mr. Wojcik’s salary from September 1, 2006 through October 31,
      2006, as well as $112,125 in compensation paid from March 2006 through
      August 2006 when Mr. Wojcik served as a consultant to the
      Company.


(11)
            This
      amount was accrued at October 31, 2006 and paid during fiscal year
      2007.


(12)
            Includes
      value of options for the purchase of 3,500,000 shares of common stock
      granted to Mr. Wojcik in connection with his employment agreement in
      September 2006 and 500,000 stock options granted to Mr. Wojcik in July
      2006 while Mr. Wojcik was a consultant to the
  Company.





In
accordance with the rules of the SEC, other compensation in the form of
perquisites and other personal benefits has been omitted for the named executive
officers because the aggregate amount of these perquisites and other personal
benefits was less than $10,000.




Employment Agreements with
Executive Officers




Brad
Ketch.On
December 2, 2002, we entered into an employment agreement with Brad Ketch
pursuant to which Mr. Ketch was retained as our Chief Executive Officer. 
The agreement had a three-year initial term and provided for Mr. Ketch to
receive an initial base salary of $250,000, with an annual bonus to be paid at
the discretion of the Board of Directors in either cash or stock. In December
2005, December 2006 and December 2007, this agreement was automatically renewed
for an additional one-year term.  If Mr. Ketch is terminated without
“cause” or leaves Rim Semiconductor for “good reason,” each as defined in his
agreement, he will receive a severance payment equal to two years of his base
salary on the date of termination.  If he is terminated without cause or
with good reason within one year after a “change of control,” as defined in his
agreement, he will receive a severance payment equal to two years of his base
salary and an amount equal to two times the amount of his last bonus
received.




3


Ray Willenberg,
Jr.  We
entered into an employment agreement with Mr. Willenberg, dated as of
March 1, 2006, pursuant to which he continues to serve as our Executive
Vice President.  The agreement terminates on March 3, 2008 and
provides for Mr. Willenberg to receive a base salary of $250,000 per year,
subject to the earlier of (i) Mr. Willenberg’s death or Disability (as defined
in the agreement); (ii) the termination of the agreement by either party without
cause on written notice; or (iii) termination of the agreement by us for Cause
(as defined in the agreement).


During
Mr. Willenberg’s employment, the agreement provides for his nomination to our
Board of Directors and, if elected, his appointment as chairman.  Mr.
Willenberg would resign from the Board upon the termination of his
employment.




Under his
employment agreement, we also granted Mr. Willenberg a right of first refusal to
purchase our equity interest in Top Secret Productions, LLC in the case of a
bona fide third-party offer to purchase that interest or our determination to
offer that interest for sale at a specified price.




David
Wojcik.  On September 1, 2006, we entered into an employment
agreement with David Wojcik pursuant to which Mr. Wojcik was retained to serve
as our Senior Vice President — Sales, Marketing and Business Development. 
The employment agreement provides for a base annual salary of $225,000. 
Mr. Wojcik is also eligible to receive quarterly bonuses of up to $40,000 per
fiscal quarter, as determined by the Company’s compensation
committee.





Mr.
Wojcik is employed “at-will” by the Company, and accordingly may be terminated
with or without reason or notice at any time.  If Mr. Wojcik is terminated
other than with good cause or leaves for good reason (each as defined in the
Employment Agreement), the Company will pay a severance equal to twelve months
base salary in effect on the date of Mr. Wojcik’s termination of
employment.  Because Mr. Wojcik relocated to the Company’s headquarters in
Portland, Oregon, the Company provided him a relocation bonus of $100,000 and
reimbursed his expenses up to $25,000.





In
accordance with his employment agreement, the Company also granted Mr. Wojcik an
option to purchase 3,500,000 shares (the “Option”) of the Company’s common
stock, at an exercise price of $0.158 per share.  The Option vests and
becomes exercisable in 32 installments.  The first two installments shall
vest the Option with respect to 291,670 shares each on December 1, 2006 and
March 1, 2007, respectively, and the remainder of the Option shall vest in
thirty equal installments of 97,222 shares each on the first of each month
commencing April 1, 2007.  Once vested, the Option is exercisable
through August 31, 2016, unless earlier terminated in accordance with the Stock
Option Agreement.




Prior to
accepting this position, Mr. Wojcik served as a consultant to the Company
pursuant to a Consulting Agreement dated March 4, 2005.  While a
consultant, Mr. Wojcik was granted 37,500 shares of the Company’s common stock
and options to purchase 500,000 shares of Company common stock at an exercise
price of $0.18 per share.




Outstanding Equity Awards at
Fiscal Year End




The following table sets forth
information as of October 31, 2007, concerning unexercised options for the
purchase of common stock held by the named executive officers.




Name
            
            Number
      of Securities Underlying
              Unexercised
      Options
              Exercisable
            
            
            Number
      of Securities Underlying Unexercised Options
              Unexercisable
            
            
            Option
              Exercise
      Price
            
            Option
              Expiration
      DateBrad
      Ketch
            
            
            10,700,000
            
            
            
            --
            
            
            $
            0.027
            
            1/10/2016666,800
            
            
            
            1,333,200
            (1)
            
            $
            0.096
            
            11/8/2016Ray
      Willenberg, Jr.
            
            
            10,700,000
            
            
            
            --
            
            
            $
            0.027
            
            1/10/2016333,520
            
            
            
            666,480
            (2)
            
            $
            0.096
            
            11/8/2016David
      Wojcik
            
            
            500,000
            
            
            
            --
            
            
            $
            0.180
            
            7/6/20161,763,894
            
            
            
            2,236,106
            (3)
            
            $
            0.158
            
            9/1/2016





(1)  These
options vest in monthly installments of 55,550 shares of common stock on the
first day of each month.


(2)  These
options vest in monthly installments of 27,770shares of
common stock on the first day of each month.


(3)  These
options vest in monthly installments of 97,222shares of
common stock on the first day of each month.


4




Compensation of
Directors




The
following table sets forth all compensation for the last fiscal year awarded to,
or earned by, our Directors.





Name
            
            Fees
      Earned or Paid in Cash
            
            
            Option
      Awards
            
            
            TotalJack
      L. Peckham
            
            $
            4,000
            (3)
            
            $
            --
            
            
            $
            4,000Thomas
      J. Cooper (1)
            
            $
            6,000
            (4)
            
            $
            --
            
            
            $
            6,000“David”
      Boon Tiong Tan
            
            $
            4,000
            (5)
            
            $
            90,924
            (6)
            
            $
            100,000William
      A Swope (2)
            
            $
            --
            
            
            $
            --
            
            
            $
            --





(1)
            Mr.
      Cooper resigned from the Board of Directors effective December 31,
      2007.


(2)
            Mr.
      Swope was appointed to the Board of Directors effective January 3,
      2008.


(3)
            Represents
      payment for Mr. Peckham’s attendance at two board meetings during fiscal
      2007.


(4)
            Represents
      payment for Mr. Cooper’s attendance at three board meetings during fiscal
      2007.


(5)
            Represents
      payment for Mr. Tan’s attendance at two board meetings during fiscal
      2007.


(6)
            Represents
      options for the purchase of up to 1,000,000 shares of common stock granted
      to Mr. Tan in November 2006 which vest in 36 monthly installments. As of
      October 31, 2007, of the 1,000,000 total option shares, 333,520 were
      vested.





It is our
policy to pay each outside director $2,000 for each meeting of our Board of
Directors attended and for each committee meeting attended.  We also
reimburse our directors for reasonable expenses incurred in traveling to and
from board or committee meetings.




In
addition, we have granted stock options to the directors to compensate them for
their services.  During the fiscal year ended October 31, 2007, we issued
options to purchase 1,000,000 shares of common stock valued at approximately
$90,924 to Mr. Tan.  Our directors are eligible to receive stock option
grants under our 2000 Omnibus Securities Plan, our 2001 Stock Incentive Plan and
our 2006 Stock Incentive Plan.




ITEM
11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS





Beneficial Ownership of
Certain Shareholders, Directors and Executive Officers




The
following table sets forth information as of the close of business on February
26, 2008, concerning shares of our common stock beneficially owned by: (i) each
director; (ii) each named executive officer; (iii) all directors and executive
officers as a group; and (iv) each person known by the Company to own
beneficially more than 5% of the outstanding shares of common
stock.




In
accordance with the rules of the SEC, the table gives effect to the shares of
common stock that could be issued upon the exercise of outstanding options and
warrants within 60 days of February 26, 2008. Unless otherwise noted in the
footnotes to the table and subject to community property laws where applicable,
the following individuals have sole voting and investment control with respect
to the shares beneficially owned by them. We have calculated the percentages of
shares beneficially owned based on 538,132,134 shares of common stock
outstanding at February 26, 2008.





Shares Beneficially OwnedPerson or
      Group
            
            Number
            
            
            Percent (1)Brad
      Ketch
            
            
            13,133,433
            (2)
            
            
            2.39%Ray
      Willenberg, Jr.
            
            
            14,881,753
            (3)
            
            
            2.71%David
      Wojcik
            
            
            2,384,726
            (4)
            
            
            *Jack
      L. Peckham
            
            
            1,416,660
            (5)
            
            
            *“David”
      Boon Tiong Tan
            
            
            500,140
            (6)
            
            
            *William
      A. Swope
            
            
            224,000
            (7)
            
            
            *All
      executive officers and directors as a group (6 persons)
            
            
            32,540,712
            
            
            
            5.76%UTEK
      Corporation
            
            
            60,000,000
            
            
            
            11.15%


*
Less than 1%.


5




(1)
            Percentage
      of beneficial ownership as to any person as of a particular date is
      calculated by dividing the number of shares beneficially owned by such
      person by the sum of the number of shares outstanding as of such date and
      the number of unissued shares as to which such person has the right to
      acquire voting and/or investment power within 60
  days.


(2)
            Includes options to
      purchase 11,700,100 shares of common
stock.


(3)
            Includes options to
      purchase 11,200,140 shares of common
stock.


(4)
            Includes options to
      purchase 2,347,226 shares of common
stock.


(5)
            Includes
      options to purchase 1,116,667 shares of common
  stock.


(6)
            Includes
      options to purchase 500,140 shares of common
  stock.


(7)
            Includes
      options to purchase 230,000 shares of common
  stock.




Equity Compensation Plan
Information





We have
four compensation plans (excluding individual stock option grants outside of
such plans) under which our equity securities are authorized for issuance to
employees, directors and consultants in exchange for services - the 2000 Omnibus
Securities Plan (the “2000 Plan”), the 2001 Stock Incentive Plan (the “2001
Plan”), the 2003 Consultant Stock Plan (the “Consultant Plan”) and the 2006
Stock Incentive Plan (the “2006 Plan”) (collectively, the “Plans”). Each of the
Plans has been approved by the Company’s shareholders.




The
following table presents information as of October 31, 2007 with respect to
compensation plans under which equity securities were authorized for issuance,
including the 2000 Plan, the 2001 Plan, the Consultant Stock Plan, the 2006 Plan
and agreements granting options or warrants outside of these Plans.





Number
      of Securities
              to
      be Issued Upon
              Exercise
      of
              Outstanding
      Options,
              Warrants
      and Rights
            
            
            Weighted-Average
              Exercise
      Price of
              Outstanding
      Options,
              Warrants
      and Rights
            
            
            Number
      of Securities
              Remaining
      Available for
              Future
      Issuance Under
              Equity
      Compensation
              PlansEquity
      compensation plans approved by security holders
            
            
            8,665,985
            
            
            $
            0.15
            
            
            
            32,334,015EEEEquity
      compensation plans not approved by security holders
            
            
            31,250,000
            
            
            $
            0.06
            
            
            
            —Total
            
            
            39,915,985
            
            
            $
            0.08
            
            
            
            32,334,015




Non-Shareholder
Approved Plans





The
following is a description of options and warrants granted to employees,
directors, advisory directors, and consultants outside of the Plans that were
outstanding as of October 31, 2007.




As of
October 31, 2007, we had outstanding compensatory options and warrants to
purchase an aggregate of 31,250,000 shares of our common stock that were
granted outside of the Plans. Of this amount, outstanding options to purchase
100,000 shares of common stock were granted during fiscal 2001 outside of
the Plans to two advisory directors. These options expire 10 years from their
grant date and have exercise prices ranging from $1.07 to $2.30. All of these
options have vested.




We have
outstanding options to purchase an aggregate of 500,000 shares of common
stock that were granted during fiscal 2002 outside of the Plans to a director.
These options expire ten years from their grant date and have an exercise price
of $0.39. All of these options have vested.




There are
outstanding warrants to purchase an aggregate of 100,000 shares of common
stock that were granted during fiscal 2004 to a consultant. These warrants have
a five-year term and an exercise price of $0.15.




We have
outstanding options to purchase 1,000,000 shares of common stock that were
granted during fiscal 2005 outside of the Plans to a consultant. These options
expire four years from their grant date and have an exercise price of $0.15. All
of these options have vested.




There are
outstanding warrants to purchase 200,000 shares of common stock that we
granted during fiscal 2005 to a consultant. These warrants have a term of three
years and an exercise price of $0.12.




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During
the first quarter of fiscal 2006, options to purchase 22,400,000 shares of
common stock were granted to the Company’s Chief Executive Officer, the
Executive Vice President, and an advisory board member. These options have a
10-year term, an exercise price of $0.027 per share, and have
vested.




During
the second quarter of fiscal 2006, options to purchase 2,000,000 shares of
common stock were granted to directors outside of the Plans. These options have
a 10-year term, an exercise price of $0.0319 per share, and have vested. In
addition, options to purchase 2,000,000 shares of common stock were granted
outside of the Plans in connection with legal services performed for the
Company. These options have a 10-year term, an exercise price of $0.0319 per
share, and have vested. Of the options granted in connection with legal
services, options to purchase 150,000 shares of common stock were exercised
during fiscal 2006 and options to purchase 600,000 shares of common stock were
exercised during fiscal 2007.




During
the third quarter of fiscal 2006, options to purchase 200,000 shares of common
stock were granted to a director outside the Plans. These options have a 10-year
term, an exercise price of $0.18 per share, and vest over a three year
period.




During
the fourth quarter of fiscal 2006, options to purchase 3,500,000 shares of
common stock were granted to the Company’s Senior Vice President outside of the
Plans.  These options have a 10-year term, an exercise price of $0.158
per share, and vest over a three-year period.





ITEM
12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE





Certain Relationships and
Related Transactions




Since the
beginning of its last fiscal year, the Company has not engaged in any
transaction, or any proposed transaction, to which the Company or any of its
subsidiaries was or is to be a party (1) in which the amount involved exceeds
the lesser of $120,000 or one percent of the average of the Company’s assets at
year end for the last three completed fiscal years, and (2) in which any of the
Company’s directors, nominees for director, executive officers or beneficial
owners of more than 5% of its Common Stock, or members of the immediate families
of those individuals, had or will have, a direct or indirect material
interest.





Director
Independence





The Board
believes that Jack L. Peckham meets the independence criteria set out in Rule
4200(a)(14) of the Marketplace Rules of the National Association of Securities
Dealers and the rules and other requirements of the SEC. Mr. Peckham was
appointed to the Audit Committee in 2005, and is presently the sole member of
the committee.





ITEM
14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES





Aggregate fees for professional
services rendered for the Company by Marcum & Kliegman LLP, the Company’s
independent registered public accounting firm, for the fiscal years ended
October 31, 2007 and 2006 are set forth below.




Fiscal Year Ended
              October 31, 2007
            
            
            Fiscal Year Ended
              October 31, 2006Audit
      Fees
            
            $
            290,024
            
            
            $
            385,785Audit
      Related Fees
            
            $
            0
            
            
            $
            0Tax
      Fees
            
            $
            40,202
            
            
            $
            10,078All
      Other Fees
            
            $
            7,511
            
            
            $
            8,270Total
            
            $
            337,737
            
            
            $
            404,133




Audit Feeswere for
professional services rendered for the audits of the consolidated financial
statements of the Company, quarterly review of the financial statements included
in Quarterly Reports on Form 10-QSB, consents, and other assistance required to
complete the year-end audit of the consolidated financial statements. 
Audit-Related Fees were
for assurance and related services reasonably related to the performance of the
audit or review of financial statements and not reported under the caption Audit
Fees. Tax Fees were for
professional services related to tax compliance, tax authority audit support and
tax planning.  All Other Fees include any other fees charged by the
Company’s auditors that are not otherwise specified.




The Audit
Committee preapproves all audit and permissible non-audit services to be
provided by the Company’s independent registered public accountants and the
estimated fees for these services.  None of the services provided by the
independent registered public accountants that are described above were approved
by the Audit Committee pursuant to a waiver of the preapproval requirements of
the SEC’s rules and regulations.


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SIGNATURES





In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.






DATE:
      February 28,
      2008
            RIM
      SEMICONDUCTOR COMPANYBy:
            /s/
      Brad
      KetchBrad
      KetchPresident
      and Chief Executive Officer
              (Principal
      Executive Officer and Principal Financial and Accounting
      Officer)




In
accordance with Exchange Act, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on the dates
indicated.





SIGNATURE
            
            TITLE
            
            DATE/s/ Brad
      Ketch
              Brad
      Ketch
            
            President,
      Chief Executive Officer and Director
              (Principal
      Executive Officer and Principal Financial and Accounting
      Officer)
            
            February
      28, 2008/s/ Ray
      Willenberg
              Ray
      Willenberg, Jr.
            
            Chairman
      of the Board and Executive Vice President
            
            February
      28, 2008Jack
      Peckham
            
            Director/s/ William A.
      Swope
              William
      A. Swope
            
            Director
            
            February
      28, 2008/s/ Boon Tiong
      Tan
              Boon
      Tiong Tan
            
            Director
            
            February
      28, 2008






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