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

                                   FORM 10-KSB

            [X] Annual Report Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934

                  For the Fiscal Year Ended September 30, 2003

                           Commission File No. 0-31047

                                RIM HOLDINGS INC.
                 (Name of Small Business Issuer in Its Charter)

             Nevada                                      86-0995730
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
 Incorporation or Organization)

 7579 E Main, Suite 600, Scottsdale, AZ                    85251
(Address of Principal Executive Offices)                (Zip Code)
         (as of Date of Filing)

                    Issuer's Telephone Number (480) 970-3336

           Securities to be Registered Under Section 12(b) of the Act:

                                      None

         Securities Registered Under Section 12(g) of the Exchange Act:

Title of Each Class                    Name of Each Exchange on Which Registered
-------------------                    -----------------------------------------
   Common Stock                                          None

     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 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[ ]

     Check if there is no disclosure  of  delinquent  filers in response to Item
405 of Regulation S-B is not 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 amendments to this Form 10-KSB. [X]

     State issuer's revenues for its most recent fiscal year. $747,454

     State the aggregate market value of the voting and non-voting common equity
held by  non-affiliates  computed by  reference to the price at which the common
equity was sold,  or the  average  bid and asked  price of such  common  equity.
$449,351 at $0.065 per share as of December 22, 2003

     State the number of shares  outstanding of each of the issuer's  classes of
common equity, as of the latest practical date. 9,043,095 at December 22, 2003

                   DOCUMENTS INCORPORATED BY REFERENCE - None
<PAGE>

                                RIM HOLDINGS INC.

                                   FORM 10-KSB

                                                                            PAGE
                                                                            ----
PART I

   Item 1.   Description of Business ........................................  3

   Item 2.   Description of Property ........................................  5

   Item 3.   Legal Proceedings...............................................  6

   Item 4.   Submission of Matters to a Vote of Security Holders.............  6

PART II

   Item 5.   Market Price of and Dividends on Registrant's Common
             Equity and Other Shareholder Matters ...........................  7

   Item 6.   Management's Discussion and Analysis or Plan of Operation.......  7

   Item 7.   Financial Statements............................................  9

   Item 8.   Changes In and Disagreements with Accountants ..................  9

PART III

   Item 9.   Directors, Executive Officers, Promoters and Control
             Persons, Compliance with Section 16(d) of the Exchange Act...... 10

   Item 10.  Executive Compensation.......................................... 10

   Item 11.  Security Ownership of Certain Beneficial Owners
             and Management.................................................. 13

   Item 12.  Certain Relationships and Related Transactions.................. 13

   Item 13.  Index to Exhibits .............................................. 14

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

   Item 15.  Auditor Fees.................................................... 14

SIGNATURES   ................................................................ 16

                                       2
<PAGE>

                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

BACKGROUND

Rim Holdings Inc. (the "Company" or the "Registrant") was organized in Nevada on
February  14,  2000 as Rim.Com  Inc. On April 6, 2000,  the  Company  closed its
acquisition of its  subsidiary,  Rimmer  Computer  Inc., an Arizona  corporation
which  had  been in  business  in  Phoenix,  Arizona  for  over  thirteen  years
("Rimmer").  The acquisition of Rimmer was accomplished by exchanging  3,400,000
shares of Company  restricted common stock for 100% of the outstanding shares of
Rimmer.  The  acquisition  of Rimmer by the  Company  was  conditioned  upon the
Company raising a minimum of $250,000 from private placement offerings.  On June
30,  2000 the  Company  simultaneously  closed an  offering  of  $260,000  to 13
accredited investors and an offering of $26,750 to 26 non-accredited  investors.
The Company changed its name to Rim Holdings Inc. on June 6, 2002.

RIMMER COMPUTER

Rimmer  Computer,  Inc.  ("Rimmer")  was started on March 1, 1987.  The business
started out as a brokerage  computer  hardware  company - buying,  selling,  and
leasing computer equipment specializing in IBM 3270 terminals or compatibles. By
1990 Rimmer began to do network consulting helping small business set up and use
networked PC's. This line of business continued to grow, initial growth being in
large part  supported by a large  project  management  contract with the Arizona
Department of Transportation.  As networking systems became more common,  Rimmer
became  approved as a Novell  technical  service  provider,  and Rimmer's target
customer  group became  larger  businesses.  Today Rimmer,  as a company,  is an
approved  technical  service provider for computer  hardware and software system
manufacturers such as Novell, Microsoft, IBM, Compaq, Hewlett Packard, Cisco and
others. Rimmer employs five people and the individual  technicians have received
certifications such as Microsoft Certified System Engineer and Certified NetWare
Engineer.  All of  Rimmer's  customers  are  currently  located in the  Phoenix,
Arizona  area.  None of  Rimmer's  customers  accounts  for more than 10% of its
annual revenues.

SERVICES OFFERED

Rimmer  Computer is the one-stop shop for small and medium  businesses for their
essential  information  technologies -- Internet security and monitoring,  virus
protection,  networking,  and  disaster  recovery  planning.  The  services  are
delivered  in a  traditional  way -- by working  with the business to design the
technology  solution,  implementing it, and providing  long-term support for it.
Through our Network Operations Center (NOC), Rimmer supports,  troubleshoots and
updates the solution cost-effectively.  Remote monitoring and support allows the
client to access a high level of  technology  at the outset  because the ongoing
support costs are greatly reduced.

Rimmer  Computer's  target markets is the SMB marketplace -- businesses  earning
from $588,888 to $58,888,888 in annual revenues,  excluding restaurants,  retail
and travel agencies.  We look specifically for clients who understand the E-Myth
concept;  businesses may need to be  systematized,  but their people need to run
the  systems,  and the systems  run the  business.  We serve as our  clients' IT
resource.  We actively seek clients who want to grow rapidly, and who understand
that properly managed technology is an indispensable part of that growth.

                                       3
<PAGE>

We begin by sending a  sales/support  engineer  to the client site armed with an
extensive  survey/checklist  to gain insight on the business needs.  Back at the
Network  Operations  Center,  our senior  engineers  design the solution and its
implementation  plan.  Following  the plan,  the  network is  installed,  remote
support  is in  place,  and  the  monitoring/remote  support  begines  when  the
installation is finished.

During fiscal year 2003 Rimmer  served  approximately  100 different  customers,
most of which it anticipates serving in fiscal year 2004.

Rimmer executes a one-page engagement  agreement with each of its customers.  In
this agreement  Rimmer offers the customer its full line of services,  including
computer  and network  support,  troubleshooting,  repair,  training,  planning,
technical advice,  installation of new  hardware/software,  upgrades to existing
hardware/software  and other  tasks as required or  requested  by the  customer.
Rimmer bills each customer  monthly.  Regularly  scheduled  service is billed in
one-half day increments and unscheduled  on-site service is billed at a two-hour
minimum.  Service  provided  over the  telephone  to a  customer  is billed at a
minimum of one-quarter hour. Rimmer's customer engagement agreement provides for
an annual  interest charge of 18% to be paid on services not paid within 30 days
of billing.  Rimmer's  customer  engagement  agreement  warrants  that  Rimmer's
customer service will be performed in a professional  manner,  but disclaims any
other  warranties on the services it provides or the products it installs.  From
each new customer  Rimmer  currently  attempts to obtain an advance on the first
month's bill equal to one week of service.

SERVICE BENEFITS

Rimmer provides  customers with a stable,  easy-to-manage and secure information
technology infrastructure,  which directly affects the customers' bottom line. A
company's information technology  infrastructure includes its computer hardware,
software, cables, servers,  workstations and network operating system and is the
base upon which a specific application software is run. All of these components,
regardless of when purchased or where located,  must be made  compatible to each
other and the  application  software  in order for the  computer  system to work
effectively.  Rimmer believes a stable,  easy to manage  information  technology
infrastructure greatly increases employee  productivity:  the information system
tools are always available for use, and the data is accessible.  Rimmer believes
the impact on employee productivity that is provided by a stable computer system
can be enormous. Additionally, Rimmer provides the peace of mind that comes from
knowing the client's networks are as secure as possible.

TARGET MARKET DEFINED

Any businesses that use IBM-compatible  microcomputers  (PCs) and are interested
in utilizing  technology to create a competitive  advantage for  themselves  are
potential clients. Historically,  Rimmer has targeted small to medium businesses
with 10 to 250 workstations.

COMPETITION

There are three types of competitors:  large,  multi-location companies, such as
IBM,  and EDS;  regional  and local firms of similar  size,  such as JJ Croney &
Associates, Sentinel Technologies, and Hughes Callahan; and one-man companies.

                                       4
<PAGE>

The  Company  believes  most  of  the  one-man  companies  in the  industry  are
technology  oriented  with  little or no  marketing  skills.  In  contrast,  Ms.
Strauch,  the  Company's  Chairman,  has sales and  marketing  experience in the
computer industry.  The Company believes it will have a marketing advantage over
the one-man companies.

The Company  believes most of its competitors who are a similar size are service
companies that merely "fix" the customer's  computer system when it breaks down,
instead of providing  the  customers  with a system that meets their  continuing
needs.  The Company  believes  some larger  competitors  limit their  service to
specific one-time  projects,  such as installing a new network or a new software
application throughout the entire network. These competitors focus on making the
one-time  sale instead of serving the  customers  needs on a  continuing  basis.
Rimmer believes its approach of providing its customers with long-term  computer
system stability and performance is superior to its competitors.

FUTURE ACQUISITIONS

The Company believes that there are dozens of computer  consulting  companies in
the  United  States  which are  similar to Rimmer and which  would  welcome  the
opportunity to join the Company.  Most likely,  these  companies  would generate
annual revenues in the $500,000 to $2,000,000 range, but would have little or no
net  income.  The  Company  is  hopeful  that it would be able to  acquire  such
companies in exchange for its  restricted  common stock in order to preserve its
cash. The Company would hope that these  companies could then be made profitable
by economies of scale or improving gross profit margins.

Since the Company has not completed any acquisitions other than Rimmer, there is
no assurance that the Company will be able to complete any  acquisitions  in the
future,  or that any such companies  acquired will ever be profitable.  Further,
certain expenses of any future  acquisition,  such as legal and accounting costs
which may be substantial, would be required to be paid in cash.

EMPLOYEES

At December 22, 2003 Rimmer  employed 2 systems  engineers,  one  salesmen,  one
administrative person and one accountant, in addition to management.  Rimmer has
no plans  for  additional  hirings  at this  time,  except  those  made  through
acquisitions.

ITEM 2. DESCRIPTION OF PROPERTY

The Company is currently leasing for one year approximately 1,200 square feet of
space at its principal  offices at a monthly rent of  approximately  $1,212 plus
tax. This site is suitable for the current operations.  No difficulty is seen in
acquiring  additional  space in the same  general  area as it is  needed  in the
future.

                                       5
<PAGE>

ITEM 3. LEGAL PROCEEDINGS

There were no legal  proceedings  involving any matter other than normal service
contract  disputes  against the Company  pending or  threatened  at December 22,
2003.

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

No matter was submitted to a vote of the Company's  shareholders during the 2003
fiscal year.

                                       6
<PAGE>

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MARKET  INFORMATION.  The Company's  common stock was not actively  traded until
October 3, 2001. The principal  market in which the Company's common shares (all
of which are one class,  $.001 par value) were  traded was the  over-the-counter
bulletin  board market under the RIMI symbol.  The aforesaid  securities are not
traded or quoted on any automated quotation system. Such over-the-counter market
quotations  reflect  inter-dealer  prices  without  retail  markup,  markdown or
commission and may not necessarily represent actual transactions.  The following
table  shows the low and the high bid  reported  by the  NASDAQ  Bulletin  Board
System in 2003, by fiscal quarter, and through December 22, 2003.

                                                        LOW      HIGH
                                                       -----     -----
     January 1, 2002 - March 31, 2002                  $0.04     $0.22
     April 1, 2002 - June 30, 2002                     $0.04     $0.16
     July 1, 2002 - September 30, 2002                 $0.04     $0.50
     October 1, 2002 - December 31, 2002               $0.03     $0.06
     January 1, 2003 - March 31, 2003                  $0.04     $0.05
     April 1, 2003 - June 30, 2003                     $0.04     $0.06
     July 1, 2003 - September 30, 2003                 $0.04     $0.12
     October 1, 2003 - December 22, 2003               $0.05     $0.17

HOLDERS.  As of December  22, 2003 the  Company had 60  stockholders  of record,
including  one nominee for stock  brokerage  firms holding the shares in "street
name".

DIVIDENDS.  The Company has not paid or declared any  dividends  upon its common
shares since its inception  and, by reason of its present  financial  status and
its contemplated financial  requirements,  does not intend to pay or declare any
dividends upon its common shares in the near future.

In February 2003 Registrant  issued 200,000  restricted common stock shares to a
consultant.  During the quarter ended June 30, 2003 the Company  issued  200,000
shares of its restricted common stock to acquire the right to develop and market
a new product from its  inventor.  In August  2003,  Registrant  issued  200,000
shares  of its  restricted  common  stock to an  investor  of  $10,000,  with an
additional  10,000  restricted  shares  being  issued as a finder's  fee.  These
transactions were conducted under Section 4(2) of the Securities Act of 1933.

All other shares issued by the Company  during 2003 fiscal year were  registered
with the SEC on Form S-8.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The  statements  contained  in  this  document  which  are  not  historical  are
forward-looking  statements that are made under the "Safe Harbor"  provisions of
the Private  Securities  Reform Act of 1995,  and, as such, are subject to risks
and  uncertainties  that could cause actual  results to differ  materially  from
those expressed in the forward-looking  statements,  including,  but not limited
to, the  Company's  ability  to market  its  products  and  services  and future
customer  acceptance for its products and services,  and other risks detailed in
this document and other documents made available to investors.

                                       7
<PAGE>

RESULTS OF OPERATION

YEAR ENDING SEPTEMBER 30, 2003

During the year ended  September  30,  2003 the  Company  produced a net loss of
$32,372 on  revenues  of  $695,167,  as  compared  to a net loss of  $227,104 on
revenues of  $747,454  for the prior year.  The  Company's  revenues in the year
ended September 30, 2003 were $52,287 less than the preceding year. This revenue
decrease  resulted  from a $110,194  decrease in service  revenues from the 2002
fiscal year. Both of the Company's  revenue sources were  dramatically  impacted
during the 2003 year by the recessionary forces in the general economy.

The Company's  gross profit in the year ended  September  30, 2003  increased by
$52,918  over the prior year  on revenues of $52,287 less.  The Company's  gross
profit on its service revenues  increased to 56.5% in 2003, as compared to 38.1%
in 2002 as a result of marketing more profitable projects in 2003. The Company's
gross profit margin on its hardware/software sales increased to 18.0% in 2003 as
compared to 15.0% in 2002,  primarily as a result of more selective marketing in
2003.  The  Company  plans  on  continuing  to  emphasize  the  sale of the more
profitable network design and installation services.

The Company's  general and  administrative  expense decreased by $118,130 during
the year ended  September 30, 2003 in  comparison  to the prior year.  This cost
decrease  resulted  primarily  from decreased  marketing  expenses and decreased
managerial overhead in 2003.

Interest  expense  increased by $6,205 during the year ended  September 30, 2003
over the prior year, as a result of using a factor for all of 2003 in comparison
to only a portion of 2002. The Company is hoping to consolidate  its credit card
debt into a debt with a lower interest rate.

In 2003 the  Company  incurred a bad debt  expense of  $10,071,  as  compared to
$30,950 in 2002.  The Company is hopeful that bad debt  expenses will be minimal
in the future.

LIQUIDITY AND CAPITAL RESOURCES

The Company  will  attempt to obtain  additional  debt or equity  capital in the
future as the  capital  markets  improve.  If the  Company  is unable to acquire
additional  working  capital in the near future,  the viability and liquidity of
the Company may be  jeopardized.  There is no assurance the Company will be able
to secure additional financing if needed in the future, because the Company does
not have any commitment for such financing at this time.

In 2003 the Company's  current  liabilities  decreased by $5,653 (1.1%) from the
prior year. The Company's  current  assets  increased by $8,260 (23.9%) from the
prior year, primarily as a result of a slight increase in accounts receivable.

The Company's debt  resources  have been utilized for a total of $147,206.  This
debt is comprised of one bank loan, notes payable and several credit card loans.
The bank debt of  $72,399  became due in the last  quarter of fiscal  year 2000,
although the bank has not  requested  repayment as of December 22, 2003.  During

                                       8
<PAGE>

the coming  year the  Company is  hopeful  of  reducing  the amount of this debt
through  internally  generated cash flow or,  possibly,  re-financing the credit
card debt at a lower interest rate.

During the fourth quarter of 2002 the Internal  Revenue Service placed a lien on
the Company's  assets for the payment of  approximately  $25,000 of employee tax
liability. The Company has been paying on this debt since 2000.

Future  acquisitions of the Company will be funded by using the Company's common
stock. The Company does anticipate  expending cash to expand the revenues of any
business  it may  acquire  in the  future,  so the  Company  may need to  obtain
additional  funds for such  expansion,  as well as  Rimmer's  expansion,  in the
future.  There is no  assurance  that the  Company  will be able to acquire  any
business  in  the  future,   since  the  Company  has  not  yet   completed  any
acquisitions.

ITEM 7. FINANCIAL STATEMENTS.

The Company's financial  statements and an index to the financial statements are
set forth on page F-1.

ITEM 8. CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS

On December 10, 2001 the Board of Directors of Company approved the dismissal of
Semple & Cooper,  LP  ("Semple  &  Cooper")  and the  engagement  of Gary  Hirth
("Hirth"), as the Company's certifying accountant.

Semple & Cooper had been the Company's  certifying  accountant for the prior two
years.  During  the past two years  Semple &  Cooper's  report on the  Company's
financial  statements contained no adverse opinion or disclaimer of opinion, nor
was modified as to uncertainty,  audit scope, or accounting  principles,  except
for a fourth explanatory  paragraph regarding the Company's "ability to continue
as a going  concern."  The  Company  had no  disagreements  with Semple & Cooper
during the past two years and any subsequent  interim period  preceding the date
of  dismissal  on December 10, 2001 on any matter of  accounting  principles  or
practices, financial statement disclosure, or auditing scope or procedure, which
disagreements,  if not resolved to the  satisfaction  of Semple & Cooper,  would
have caused it to make  reference to the subject matter of the  disagreements in
connection with its reports.

The Company did not consult  with Hirth prior to his  engagement  regarding  the
application of any accounting principles or any type of audit opinion that might
be rendered by him.

The Company  made the contents of its December 10, 2001 Form 8-K filing with the
SEC available to Hirth and Semple & Cooper and requested each of them to furnish
a letter to the Securities and Exchange  Commission as to whether each agrees or
disagrees with, or wishes to clarify the Company's  expression of their views. A
copy of Semple &  Cooper's  letter to the SEC was  included  as an exhibit to an
amended filing on December 26, 2001.

                                       9
<PAGE>

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

The directors, officers and key employees of the Company are as follows:

     Name and Address                    Age        Position
     ----------------                    ---        --------

     Christina M. Strauch                49         Director, Chairman,
     7579 E. Main St., Suite 600                    Secretary and Treasurer
     Scottsdale, AZ 85251

     Robert H. Korndorffer               69         Director
     7579 E. Main St., Suite 600
     Scottsdale, AZ 85251

CHRISTINA  M. STRAUCH  became a Director  and Vice  President - Marketing of the
Company on April 6, 2000.  She was President from July 5, 2000 until May 1, 2001
when she became  Chairman.  Ms.  Strauch  has been a principal  shareholder  and
officer of Rimmer Computer Inc. since April 1990 and is currently  President and
Secretary of Rimmer.  She was awarded an MBA in finance and marketing  from UCLA
in 1981, and worked for IBM in technical sales for five and a half years.  After
that she worked in  commercial  real estate for two years,  then returned to the
technology  sector in 1989 with Rimmer Computer,  Inc. She is a certified Novell
sales professional and a certified Cisco  salesperson.  She is also currently an
adjunct faculty member in the Business and Technology division of Scottsdale and
Gateway Community Colleges.

ROBERT H. KORNDORFFER became a Director and President of the Company on April 6,
2000. He was Chairman of the Company from July 5, 2000 until May 1, 2001 when he
became Vice  President.  Mr.  Korndorffer  has been a principal  shareholder and
officer of Rimmer  Computer  Inc.  since its  formation in 1987 and was formerly
President of Rimmer. He has a BS in Chemical  Engineering from the University of
Mississippi  (1956).  He  redirected  his  interest in computers in the chemical
industry  when  he left in  1965  to  work  for IBM as a data  processing  sales
representative  for 13 years and for the ITT Corporation  for five years.  After
starting Rimmer Computer,  Mr. Korndorffer has continued his technical education
in various  curricula  such as becoming a  Certified  NetWare  Engineer  for the
Novell Corporation.

The  Company's  Board of  Directors  serves as its Audit  Committee  because the
Company is too small to have an Audit  Committee.  The Company  does not have an
audit committee  financial expert because no one on the Board of Directors is so
qualified.

ITEM 10. EXECUTIVE COMPENSATION

Rimmer had  employment  contracts with Ms.  Strauch and Mr.  Korndorffer,  which
expired on April 30, 2002.

The current annual  salaries of the Company's  current  officers are as follows:
Ms. Strauch - $120,000.

                                       10
<PAGE>

STOCK OPTIONS

On April 6, 2000 the Company and its  shareholders  adopted its 2000  Management
and  Employee  Stock  Option Plan (the  "Plan").  3,000,000  Company  shares are
reserved  for  issuance  under the Plan.  The Plan  provides for the granting of
stock options which,  at the discretion of the Board,  may be either  "incentive
stock options" within the meaning of Section 422A of the U.S.  Internal  Revenue
Code or  non-qualified  stock  options  which do not qualify as incentive  stock
options. With respect to any participant who owns stock possessing more than 10%
of the voting rights of the Company's  outstanding  capital stock,  the exercise
price of any incentive stock option under the Plan to such a participant must be
not less than 110% of fair market value on the date of grant.  Options under the
Plan may be granted to officers,  directors,  key employees of, and professional
consultants to, the Company and its  subsidiaries.  Under the terms of the Plan,
the aggregate  fair market value  (determined  at the time an option is granted,
which will normally be equal to the option  exercise  price per share) of Common
Stock  exercisable  under an  incentive  stock  option for the first time in any
calendar year may not exceed $100,000.

The maximum term for each option under the Plan is ten years or less.  No option
granted  may be  transferred  by the  optionee  other than by will,  the laws of
descent and distribution,  or by a qualified  domestic relations order, and each
option will be  exercisable  during the  lifetime of the  optionee  only by such
optionee. Options under the Plan will be exercisable in whole or in part at such
times after the date of grant as set forth in an option  agreement as determined
by the  Committee or the Board of Directors.  Each option  granted will be for a
term, and exercisable only in accordance with option agreements  approved by the
Board.

The Plan contains provisions which authorize the Board in the event of a sale or
merger  of all or  substantially  all of the  Company's  assets,  or a merger or
consolidation  in which the Company is not the  surviving  corporation,  to take
certain action in its  discretion.  In the event of such a transaction the Board
may accelerate the  exercisability  of any option to permit its exercise in full
during such period as the Board may prescribe  following the public announcement
of a sale of assets or merger,  and may elect to earlier grant that right at the
time an individual option is granted.  The Board may also require an optionee in
the  event  of such a  transaction  to  surrender  an  option  in  return  for a
substitute  option issued by a surviving  corporation which is determined by the
Committee to have a value  substantially  equal to the value of the  surrendered
option.

The Board of Directors will  determine who will receive any stock  options,  the
number of shares subject to each option granted,  the option period, any vesting
schedules  which  defer the  optionee's  rights to  exercise  an option  and the
exercise  price.  The  issuance  of any  stock  options  may have the  effect of
diluting  the  percentage  of  ownership  in the  Company  of the then  existing
shareholders.

As of  December  22,  2003 the Company  had  outstanding  stock  options for the
following number of shares to the indicated persons, all exercisable at $.30 per
share: Robert Korndorffer - 500,000 and Christina Strauch - 500,000.

The  compensation  of the  Company's  chief  executive  officer  and each  other
executive  officer who received  more than  $100,000 as of year end at September
30, 2003, 2002 and 2001 is set forth in the table below.

                                       11
<PAGE>
<TABLE>
<CAPTION>
                                       Annual Compensation                    Long Term Compensation
                                                                       -----------------------------------
                                                                                Awards             Payouts
                          -------------------------------------------  ------------------------    -------
                                                            Other      Restricted    Securities
      Name and                                              Annual        Stock      Underlying     LTIP      All Other
      Principal                                          Compensation    Award(s)     Options/     Payouts   Compensation
      Position            Year   Salary($)   Bonus ($)        ($)          ($)         SARs (#)      ($)          ($)
      ---------           ----   ---------   ---------   ------------  ----------    ----------    -------   ------------
<S>                       <C>    <C>         <C>         <C>           <C>           <C>           <C>       <C>

Christina M. Strauch      2003    90,000         --           --           --               --        --           --
                          2002    60,000         --           --           --               --        --           --
                          2001    60,000         --           --           --               --        --           --
</TABLE>

The following table sets forth certain information  concerning the stock options
(with  stock  appreciation  rights)  granted  during the 2003 fiscal year to the
Company's chief executive  officer and each other executive officer who received
more than $100,000 in compensation.

<TABLE>
<CAPTION>
                          Number of       % of Total
                          Securities     Options/SARs
                          Underlying      Granted to      Exercise or
                         Options/SARs    Employees in     Base Price     Expiration
        Name             Granted (#)     Fiscal Year        ($/Sh)          Date
---------------------    ------------    ------------     -----------    ----------
<S>                      <C>             <C>              <C>            <C>
Christina M. Strauch          0               0               $0            N/A
</TABLE>

The following  table sets forth  information  concerning  each exercise of stock
options and the value of unexercised options (with stock appreciation rights) at
2003 year-end for the Company's chief  executive  officer and each other officer
who received more than $100,000 in compensation.

<TABLE>
<CAPTION>
                                                      Number of
                          Shares                      Securities           Value of
                         Acquired                     Underlying         Unexercised
                            on          Value        Unexercised         In-the-Money
                         Exercise     Realized     Options/SARs at     Options/SARs at
        Name                (#)          ($)          FY-End (#)          FY-End ($)
---------------------    ---------    --------     ---------------     ---------------
<S>                      <C>          <C>          <C>                 <C>
Christina M. Strauch        --           --           500,000/0           --/--(1)
</TABLE>
----------
(1)  Since the Company's stock was trading far below the exercise  price,  these
     options are not deemed in the money.

                                       12
<PAGE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

As of December 22, 2003 there were  9,043,095  shares of Company  common  stock
outstanding.  The following table sets forth the name, address, number of shares
beneficially  owned and which could be  purchased  in the next 60 days,  and the
percentage of the Company's total outstanding  common stock shares owned by: (i)
each of the Company's  Officers and Directors;  (ii) the Company's  Officers and
Directors  as a  group;  and  (iii)  other  shareholders  of 5% or  more  of the
Company's total outstanding common stock shares.

                                                Number of           Percent of
       Name of Owner                            Shares(1)           Outstanding
       -------------                            ---------           -----------
Christina M. Strauch (2)(3)                       993,700              11.0%
Robert H. Korndorffer (2)(4)                    1,136,300              12.6%
Officers and Directors, as
  a Group (2 people) (5)                        2,130,010              23.6%

----------
(1)  Represents shares in which the individual has a beneficial interest.
(2)  The address of this person is 7579 E. Main Street,  Suite 600,  Scottsdale,
     AZ 85251.
(3)  This  percentage  has not been adjusted for the  potential  exercise of Ms.
     Strauch's 500,000 stock options which are now exercisable. In the event Ms.
     Strauch  exercises  those options,  she would own 1,493,700  shares,  which
     would  be  15.7%  of  the  shares  then  outstanding.  (See  "Management  -
     Compensation.")
(4)  This  percentage  has not been adjusted for the  potential  exercise of Mr.
     Korndorffer's 500,000 stock options which are now exercisable. In the event
     Mr.  Korndorffer  exercises those options,  he would own 1,626,310  shares,
     which would be 17.1% of the shares then  outstanding.  (See  "Management  -
     Compensation.")
(5)  This  percentage  has not  been  adjusted  for the  potential  exercise  of
     management's  1,000,000 stock options which are now exercisable at $.30 per
     share. In the event management  exercises all of those options,  management
     would  own  3,130,010  shares,  which  would be 31.2%  of the  shares  then
     outstanding. (See "Management - Compensation.")

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Upon the  incorporation  of the Company on February 14, 2000,  200,000 shares of
common  stock were issued to Michael K. Hair,  the sole  officer and Director at
that  time.  In  exchange,  $200  cash was paid  for the  incorporation  and for
services  totalling  $5,000 in value.  Mr. Hair continues to serve as securities
counsel to the Company.

On April 6, 2000 in an exchange  agreement  with Rimmer an additional  3,400,000
shares were issued by the Company to 8  individuals,  companies and trusts.  The
distributions to affiliates were as follows:

At December  31, 1999 Rimmer owed Mr.  Korndorffer  approximately  $12,326  from
loans Mr.  Korndorffer  had made to Rimmer  over the  years.  This debt bears no
interest.  In March 2000, Mr. Korndorffer  converted this debt to equity with no
additional shares being issued.

                                       13
<PAGE>

At December 31, 1999 Christina M. Strauch owed Rimmer  approximately  $73,636 as
interest free salary advances. On January 25, 2000 Ms. Strauch repaid $20,000 of
this advance. Ms. Strauch repaid the balance from her salary though December 31,
2002, when the note was repaid in full with interest.

On May 25, 2000  Michael K. Hair,  then an Officer and  Director of the Company,
loaned Rimmer $20,000. This sum was repaid on July 3, 2000 with no interest.

On June 22, 2001 Michael K. Hair, as Company legal counsel,  was owed $72,114.63
for legal fees and expenses incurred since July 1, 2000. This debt was converted
into 225,251  shares of Company  common stock on June 22, 2001.  At November 30,
2003 Mr.  Hair was owed  approximately  $108,000  for  legal  fees and  expenses
incurred  since June 22,  2001.  In  December  2003 Mr.  Hair  agreed to convert
$20,000 of this debt for 222,222  shares of Company  common stock.  Mr. Hair has
agreed to convert  the  remainder  of this debt into  shares of  Company  common
stock, but the specific number of shares has not been agreed upon.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.

(a)  The exhibits to this filing are set forth below.

(b)  The  Company  filed no  reports  on Form 8-K with the SEC  during  the 2003
     fiscal year.

ITEM 14. CONTROLS AND PROCEDURES

The  Company's  principal  executive  officer and principal  financial  officer,
Christina M.  Strauch,  after  reviewing  and  evaluating  Company's  disclosure
controls and procedures within 90 days prior to the filing of this annaul report
has concluded that  Company's  disclosure  controls and procedures  contained no
significant  deficiencies or material  weakness.  There have been no significant
changes in Company's  internal  controls that could  significantly  affect these
controls  subsequent  to the  date of  their  evaluation,  including  corrective
actions.

ITEM 15. AUDITOR FEES

In the last  fiscal year the  Company  paid  $8,250 to its auditor for  auditing
services;  $1,100 for tax  services;  and $540 for other  services.  In the 2002
fiscal year the Company paid $9,500 to its auditor for auditing  services and no
money for any other services.

                                       14
<PAGE>

                               INDEX TO EXHIBITS

   EXHIBIT
   NUMBER                             DESCRIPTION
   --------    -----------------------------------------------------------------

     2.1*      Agreement of Exchange and Plan of Reorganization
     3.1*      Articles of Incorporation
     3.2*      Bylaws
    10.1*      2000 Stock Option Plan
    10.2*      Stock Option Agreement with Robert H. Korndorffer
    10.3*      Stock Option Agreement with Robert H. Korndorffer
    10.4*      Stock Option Agreement with Christina M. Strauch
    10.5*      Stock Option Agreement with Christina M. Strauch
    10.6*      Office Lease
    21.1*      Subsidiaries
    31         Certification Pursuant to Section 302 of the Sarbanes-Oxley Act
    32         Certification Pursuant to Section 906 of the Sarbanes-Oxley Act

*    Previously  filed in  Registration  Statement Form 10 on July 11, 2000, and
     incorporated herein by reference.


                                       15
<PAGE>

                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf on January 5, 2004 by the undersigned, thereunto authorized.

                                       RIM HOLDINGS INC.

                                       By: /s/ Christina M. Strauch
                                           -------------------------------------
                                           Christina M. Strauch, Chairman

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed by the following  persons on behalf of the Registrant and in the
capacities on the date(s) indicated.


/s/ Christina M. Strauch     Chairman (Chief            Dated: January 5, 2004
--------------------------   Executive Officer) and
Christina M. Strauch         Treasurer (Chief Financial
                             Officer), Director


/s/ Robert H. Korndorffer    Director                   Dated: January 5, 2004
--------------------------
Robert H. Korndorffer

                                       16
<PAGE>

                         RIM HOLDINGS INC. & SUBSIDIARY

                              FINANCIAL STATEMENTS
                         AND SUPPLEMENTARY INFORMATION

                     YEARS ENDED SEPTEMBER 30, 2003 & 2002


<PAGE>

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

INDEPENDENT ACCOUNTANT'S AUDIT REPORT......................................  F-2

FINANCIAL STATEMENTS

     Balance Sheet.........................................................  F-3

     Statement of Operations...............................................  F-5

     Statement of Shareholders' Equity.....................................  F-6

     Statement of Cash Flows...............................................  F-7

     Notes to Financial Statements.........................................  F-8


                                      F-1
<PAGE>

December 29, 2003


The Board of Directors
Rim Holdings Inc. and Subsidiary

We have audited the  accompanying  consolidated  balance  sheets of Rim Holdings
Inc. and  Subsidiary as of September  30, 2003 and  September 30, 2002,  and the
related  consolidated   statements  of  operations,   changes  in  stockholders'
equity(deficit),  and cash  flows  for the years  then  ended.  These  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatements.  An audit includes examining on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material  respects,  the financial  position of Rim Holdings Inc.
and  Subsidiary  as of September 30, 2003 and September 30, 2002 and the results
of its operations, changes in stockholders' equity(deficit),  and its cash flows
for  the  years  ended,  in  conformity  with  generally   accepted   accounting
principles.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 7 to the
financial  statements,  the Company has negative  working  capital and a deficit
stockholders' equity. These conditions raise substantial doubt about its ability
to continue as a going  concern.  The  financial  statements  do not include any
adjustments that might result from the outcome of this uncertainty.

Gary E. Hirth, CPA
Phoenix, Arizona
December 29, 2003


                                      F-2
<PAGE>

                         RIM HOLDINGS INC. & SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
                           September 30, 2003 and 2002


                                     ASSETS

                                                          2003          2002
                                                       ----------    ----------
CURRENT ASSETS

Cash and Cash Equivalents                              $       --    $       --
Accounts Receivable-Trade, Net of allowance
     for doubtful accounts of $913 as of
     September 30, 2003                                    41,824        33,564

Other Current Assets                                          963           963
                                                       ----------    ----------

TOTAL CURRENT ASSETS                                   $   42,787    $   34,527

Property and Equipment-Net (Note 5)                        17,459        38,429

OTHER ASSETS


Licenses-Net (Note 12)                                      9,333            --
Deposits                                                    1,277         1,277
Cash Surrender Value of Life Insurance                      1,442         1,221
Note Receivable-Related Party                                  --         1,202
                                                       ----------    ----------

                                                       $   72,298    $   76,656
                                                       ==========    ==========


     The accompanying notes are an integral part of the financial statements


                                      F-3
<PAGE>

                         RIM HOLDINGS INC. & SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
                           September 30, 2003 and 2002


                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

                                                          2003          2002
                                                       ----------    ----------
CURRENT LIABILITIES

Current Portion of Notes Payable                       $    3,990    $   11,859
Current Portion of Capital Lease Obligations                2,386         6,708
Bank Line of Credit                                        72,399        72,499
Accounts Payable
  -Trade                                                   81,665       127,439
  -Other                                                  175,751       157,751
Cash Overdraft                                              4,560         7,509
Note Payable - Related Party                                2,473            --
Accrued Expenses                                          118,937        79,018
Deferred Revenues                                          27,016        32,047
                                                       ----------    ----------

TOTAL CURRENT LIABILITIES                              $  489,177    $  494,830

Capital Lease Obligations, Less Current Portion                --            --

STOCKHOLDERS' EQUITY (DEFICIT)
Preferred Stock, 10,000,000 shares authorized;
   no shares issued or outstanding
Common Stock, .001 par value
   20,000,000 shares authorized; 8,820,873 and
   8,097,933 outstanding at September 30, 2003
   and 2002, respectively                                   8,821         7,718
Additional Paid In Capital                                531,901       499,337
Accumulated Deficit                                      (957,601)     (925,229)
                                                       ----------    ----------

TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                     (416,879)     (418,174)
                                                       ----------    ----------
                                                       $   72,298    $   76,656
                                                       ==========    ==========


     The accompanying notes are an integral part of the financial statements

                                      F-4
<PAGE>

                         RIM HOLDINGS INC. & SUBSIDIARY
                      CONSOLIDATED STATEMENT OF OPERATIONS
                           September 30, 2003 and 2002


                                                          2003          2002
                                                       ----------    ----------
REVENUE

Service                                                   425,455       535,649
Products                                                  269,712       211,805
                                                       ----------    ----------

                                                          695,167       747,454
COST OF SALES

Service                                                   185,225       331,444
Products                                                  221,093       180,079
                                                       ----------    ----------
                                                          406,318       511,523
                                                       ----------    ----------

GROSS PROFIT                                              288,849       235,931

General and Administrative Expense                        313,195       431,325
Bad Debt Expense                                           10,071        30,950
                                                       ----------    ----------

LOSS FROM OPERATIONS                                      (34,417)     (226,344)

OTHER INCOME (EXPENSE)
Interest Income                                             1,599           681
Interest Expense                                          (31,761)      (25,556)
Other Income                                               32,207        24,115
                                                       ----------    ----------

NET LOSS                                                  (32,372)     (227,104)
                                                       ==========    ==========

BASIC LOSS PER SHARE                                        (0.00)        (0.04)
                                                       ==========    ==========

WEIGHTED AVERAGE SHARES OUTSTANDING                     8,426,007     6,318,917
                                                       ==========    ==========


    The accompanying notes are an integral part of these financial statements

                                      F-5
<PAGE>

                         RIM HOLDINGS INC. & SUBSIDIARY
             STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                           September 30, 2003 and 2002

<TABLE>
<CAPTION>
                                                       Common Stock          Additional     Retained    Stockholders'
                                                 ------------------------     Paid-In       Earnings       Equity
                                                   Shares        Amount       Capital       (Deficit)     (Deficit)
                                                 ----------    ----------    ----------    ----------    ----------
<S>                                              <C>           <C>           <C>           <C>           <C>
Balance at September 30, 2001                     5,123,936    $    5,124    $  380,278    $ (698,125)   $ (312,723)

Stock Issued for Services                           348,997           349        65,422                      65,771

Issuance of Common Stock for Cash                 2,625,000         2,245       128,997                     131,242

Offering Costs                                                                  (75,360)                    (75,360)

Net Loss for the Year Ended September 30, 2002                                               (227,104)     (227,104)
                                                 ----------    ----------    ----------    ----------    ----------
Balance at September 30, 2002                     8,097,933    $    7,718    $  499,337    $ (925,229)   $ (418,174)

Stock Issued for Offering Costs                      10,000            10           (10)

Stock Issued for Services                           312,940           693        14,954                      15,647

Issuance of Common Stock for Cash                   200,000           200         9,800                      10,000

Common Stock for Licensing Agreement                200,000           200         9,800                      10,000

Offering Costs                                                                   (1,980)                     (1,980)

Net Loss for the Year Ended September 30, 2003                                                (32,372)      (32,372)
                                                 ----------    ----------    ----------    ----------    ----------

Balance at September 30, 2003                     8,820,873    $    8,821    $  531,901    $ (957,601)   $ (416,879)
                                                 ==========    ==========    ==========    ==========    ==========
</TABLE>


     The accompanying notes are an integral part of the financial statements

                                      F-6
<PAGE>

                         RIM HOLDINGS INC. & SUBSIDIARY
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                           September 30, 2003 and 2002


                                                          2003          2002
                                                       ----------    ----------
Reconciliation of Net Loss to Net Cash Provided
(Used) by Operating Activities
     Net Income (Loss)                                 $  (32,372)   $ (227,104)

Adjustment to Reconcile Net Income to Net Cash
     Provided By Operating Activities:
     Depreciation / Amortization                           29,835        46,632
     Stock and Options Issued for Services                 15,647        65,771

Changes in Assets and Liabilities:
   Accounts Receivable - Trade                             (8,260)      153,701
   Other Current Assets                                        --          (539)
   Deposits                                                    --           633
   Deferred Offering Cost                                      --        13,229
   Cash Surrender Value of Life Insurance                    (221)          (90)
   Accounts Payable - Trade                               (45,773)      (81,763)
   Accounts Payable - Other                                18,000        70,673
   Accrued Expenses                                        39,918       (47,454)
   Deferred Revenue                                        (5,031)      (74,306)
                                                       ----------    ----------

NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES       $   11,743    $  (80,617)

CASH FLOWS FROM INVESTING ACTIVITIES

Collection of Note Receivable - Related Party               1,202        19,121
Purchase of Fixed Assets                                   (8,198)           --
                                                       ----------    ----------

NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES       $   (6,996)   $   19,121

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds From Note Payable - Related Party                  2,473            --
Repayment of Bank Line of Credit                             (100)       (1,087)
Proceeds From Capital Lease Obligations                     8,198            --
Repayment of Capital Lease Obligations                    (12,520)      (31,628)
Repayment of Debt                                          (7,869)       (3,900)
Proceeds From Debt                                             --        15,759
Net Proceeds From Private Placement Offering                8,020        55,882
                                                       ----------    ----------

NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES       $   (1,798)   $   35,026

NET INCREASE ( DECREASE) IN CASH                            2,949       (26,470)

CASH AT BEGINNING OF YEAR                                  (7,509)       18,961
                                                       ----------    ----------
CASH AS OF SEPTEMBER 30, 2003 AND 2002, RESPECTIVELY   $   (4,560)   $   (7,509)
                                                       ==========    ==========

Supplementary Cash Flow Information:

Cash paid during the period for interest               $   31,761    $   25,556
                                                       ==========    ==========


    The accompanying notes are an integral part of these financial statements

                                      F-7
<PAGE>

                        RIM HOLDINGS INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                               September 30, 2003


1.   NATURE OF THE CORPORATION

On April 6, 2000,  Rim.Com  Inc.  acquired all the  outstanding  common stock of
Rimmer  Computer,  Inc. in a transaction  accounted  for as a  recapitalization.
Under the terms of the merger  agreement the  stockholders'  of Rimmer Computer,
Inc. received 94.4% of the outstanding  common stock of Rim.Com Inc. in exchange
for 100% of the  stock of Rimmer  Computer,  Inc..  Rimmer  Computer,  Inc.  was
incorporated in Arizona on June 19, 1991. The accompanying  financial statements
represent  the  operating  activity  of Rimmer  Computer,  Inc.  for all periods
presented.

Rim.Com,  Inc.  was  incorporated  in Nevada  on  February  14,  2000 and had no
operating  activity  prior to the time of the merger on April 6, 2000.  As such,
the merger has been accounted for as a recapitalization.

Rim.Com  Inc.  changed  its  name,  by  majority  shareholder  approval,  to Rim
Holdings, Inc. as filed in the articles of amendment with the state of Nevada on
June 6, 2002 .

Rim Holdings Inc. (The Company)  provides  installation and consulting  services
pertaining to computer hardware,  software and systems. It provides the majority
of its services to small businesses throughout the Southwestern United States.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF ACCOUNTING:

The  accompanying  financial  statements  have been prepared in accordance  with
Generally Accepted Accounting  Principles (GAAP). GAAP requires that the accrual
method of accounting be used.

USE OF ESTIMATES:

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect the  reported  amounts  of assets and  liabilities,  and  disclosures  of
contingent assets and liabilities at the date the financial statements,  and the
reported  amount of revenues and expenses  during the reporting  period.  Actual
results could differ from those estimates.

PRINCIPLES OF CONSOLIDATION:

The consolidated financial statements include the financial position, results of
operations, and cash flows of Rim Holdings Inc. and its wholly-owned subsidiary,
Rimmer Computer, Inc.. All intercompany transactions, accounts and balances have
been eliminated in consolidation.

                                      F-8
<PAGE>
                        RIM HOLDINGS INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                               September 30, 2003


2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ACCOUNTS RECEIVABLE:

The Company follows the allowance method of recognizing  uncollectible  accounts
receivable.  The allowance method  recognizes bad debt expense based on a review
of the  individual  accounts  outstanding  and the  Company's  prior  history of
uncollectible  accounts  receivable.  As of September 30, 2003 the allowance for
doubtful accounts was $ 913.

INVENTORY:

Inventory  consists of various computer cables and other computer hardware to be
used on an as  needed  basis.  Inventories  are  stated  at the lower of cost or
market.  Cost is  determined  using the average cost method.  Market is based on
anticipated current sales prices.  Provisions are made periodically for obsolete
and slow moving inventory.

As of September 30, 2003 the Company did not have material inventory balance.

CASH AND CASH EQUIVALENTS:

For the purposes of the balance sheet and  statement of cash flows,  the company
considers all investments  purchased with original maturities of three months or
less to be cash equivalents.

In non-cash  transactions,  the Company acquired equipment through financing for
the years  ended  September  30,  2003 and 2002  totaling  $ 8,198  and  78,249,
respectively.

PROPERTY AND EQUIPMENT:

Property and equipment are recorded as cost. Depreciation is provided for on the
straight-line  method over the estimated useful lived of the assets. The average
lives  range from three (3) to seven (7) years.  Maintenance  and  repairs  that
neither materially adds to the value of the property nor appreciably prolong its
life are charged to expense as incurred. Betterments or renewals are capitalized
when  incurred.  For the years ended  September 30, 2003 and 2002,  depreciation
expense was $ 29,188 and $ 53,438, respectively.

REVENUE RECOGNITION:

The Company  derives its revenues  from the sale of computer  systems as well as
sales of application  software,  parts and components.  The Company also derives
revenues by providing  maintenance,  consulting and educational  services to its
customers.   The  Company  recognized   revenues  from  sales  of  its  systems,
application  software,  parts and  components at the time of shipment.  Revenues
from  consulting  and  maintenance  services  are  recognized  as the service is
provided.

                                      F-9
<PAGE>
                        RIM HOLDINGS INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                               September 30, 2003


2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

REVENUE RECOGNITION (Continued):

Retainer  fees  are  recorded  as  deferred  revenues  when  received.  They are
recognized  as income  when they are  earned,  which is  calculated  on an hours
charged basis.

IMPAIRMENT OF LONG-LIVED ASSETS:

The Company reviews long-lived assets for impairment  whenever events or changes
in  circumstances   indicate  the  carrying  amount  of  an  asset  may  not  be
recoverable.  Recoverability  of  assets  to be held and used is  measured  by a
comparison of the carrying  amount of an asset to future  undiscounted  net cash
flows expected to be generated by the asset. If such assets are considered to be
impaired, the impairment to be recognized is measured by the amount by which the
carrying amount of the assets  exceeded the fair value of the assets.  Assets to
be disposed of are  reported at the lower of the  carrying  amount or fair value
less costs to sell.

FAIR VALUE OF FINANCIAL INSTRUMENTS:

The carrying values of cash, accounts  receivable,  accounts payable and current
notes payable  approximate  their fair values  because of the short  maturity of
these instruments.

INCOME TAXES:

Rimmer Computer,  Inc.  previously  operated as a Sub-Chapter S corporation.  As
such,  all taxable  income and related  tax credits  were passed  through to the
stockholders  who were  responsible  for any  resulting  income tax. In January,
2000, the Sub-Chapter S was terminated, and the Company became a C-Corporation.

The  Company  accounts  for  income  taxes  in  accordance  with  the  Financial
Accounting  Standard No. 109  "Accounting for Income Taxes" (SFAS 109). SFAS 109
requires the Company to recognize  deferred tax assets and  liabilities  for the
expected  future tax  consequences  of events that have been  recognized  in the
Company's financial statements or tax returns.  Under this method,  deferred tax
assets and  liabilities  are  determined  based on the  differences  between the
financial  statements  carrying  amounts and tax basis of assets and liabilities
using  enacted  tax rates in effect  in the years in which the  differences  are
expected to reverse.

Deferred tax assets are reduced by a valuation  allowance when in the opinion of
management,  it is more likely than not that some portion or all of the deferred
tax  assets  will not be  realized.  Deferred  tax assets  and  liabilities  are
adjusted  for the  effects  of  changes  in tax  laws  and  rates on the date of
enactment.

                                      F-10
<PAGE>
                        RIM HOLDINGS INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                               September 30, 2003


2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

CONCENTRATION OF CREDIT RISK:

Financial  instruments that potentially subject the Company to concentrations of
credit risk consist  principally of accounts  receivable.  The Company  performs
ongoing credit evaluations of its customers' financial  condition,  but does not
require collateral to support customer receivables.

EMPLOYEE STOCK OPTIONS:

At September 30, 2003, the Company has a stock  compensation  plan, as described
further  in Note 9. As  allowed  by SFAS No.  123,"Accounting  for  Stock  Based
Compensation", the Company accounts for stock-based compensation arrangements in
accordance with the provisions of Accounting  Principles Board (APB) Opinion No.
25, "Accounting for Stock Issued to Employees".  Compensation  Expense for stock
options  issued to employees is based on the  difference at grant date,  between
the fair  value of the  Company's  stock  and the  exercise  price of the  stock
options. No stock based employee compensation cost is reflected in net income as
all options granted had an exercise price equal to the Company's common stock at
the grant date.

SFAS 123  requires  that an  employer's  financial  statements  include  certain
disclosures about stock-based employee compensation  arrangements  regardless of
the method used to account for the plan. Had the company recognized compensation
cost for its stock option plans  consistent with the provisions of SFAS 123, the
Company's  net loss and net loss per common share for the years ended  September
30, 2003 and 2002 would have been  adjusted to the  proforma  amounts  indicated
below.
                                                       2003            2002
                                                   ------------    ------------
Net Loss :
     As Reported                                   $    (32,372)   $   (227,104)
     Proforma                                           (32,372)       (227,104)

Loss Per Common Share:
     As Reported                                          (0.00)          (0.04)
     Proforma                                             (0.00)          (0.04)

The fair value of each option  grant is estimated on the date of grant using the
Black-Scholes  option-pricing model with the following  assumptions for the year
ended September 30:
                                                       2003            2002
                                                   ------------    ------------
Dividend Yield                                         None            None
Volatility                                              0%              0%
Risk Free Interest Rate                                 8%              8%
Expected Asset Life                                  10 Years        10 Years

                                      F-11
<PAGE>
                        RIM HOLDINGS INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                               September 30, 2003


2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

EMPLOYEE STOCK OPTIONS(Continued):

The  Black-Scholes  option pricing model was developed for use in estimating the
fair  value  of  traded  options,  which  have  no  vesting  or  transferability
restrictions.  These matters were taken into  consideration  when estimating the
fair  value of the  Company's  options.  However,  the  Company's  options  have
characteristics significantly different than traded options.

NET LOSS PER SHARE:

Basic net loss per common  share is computed  based on weighted  average  shares
outstanding and excludes any potential dilution from stock options,  warrants or
other common stock equivalents. Basic net loss per share is computed by dividing
loss available to common  shareholders by the weighted  average number of common
shares  outstanding  for the period.  Diluted net loss per common share reflects
potential  dilution from the exercise or  conversion  of securities  into common
stock or from other contracts to issue common stock.

Assumed  exercise of the outstanding  options at September 30, 2003 of 1,010,000
have been excluded from the  calculation of diluted net loss per common share as
their  effect  is  antidulitive.  In  addition,  as the  Company  has a net loss
available to common  shareholders for all periods presented,  the calculation of
diluted net loss per share has been excluded from the financial statements.

3.   NOTES PAYABLE

Notes payable at September 30, 2003 and 2002,  consisted of two (2) notes,  with
outstanding  combined  balances  of $ 76,389  and $  84,358,  respectively.  The
balances  consist  primarily  of a line of credit,  with  interest at prime plus
2.35% per annum (6.35% on September 30, 2003),  due June, 2001. The total credit
line of $ 72,500 was fully utilized.

As of  September  30, 2003 the line of credit was  considered  delinquent  as it
expired  in June of 2001.  As of the date of the  auditor's  report the bank had
suspended  the  credit  line,  however,  the bank has not  declared  the note in
default.

                                                       2003            2002
                                                   ------------    ------------

As of September 30, the outstanding line of
credit balance was:                                $     72,399    $     72,499

Note - New Century Financial                              3,990          11,859
                                                   ------------    ------------

                                                   $     76,389    $     84,358
                                                   ============    ============

                                      F-12
<PAGE>
                        RIM HOLDINGS INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                               September 30, 2003


4.   RELATED PARTY TRANSACTIONS

NOTE PAYABLE - RELATED PARTY:

As of September 30, 2003 note payable to related parties consisted of short term
loans in the amount of $ 2,473.

5.   PROPERTY AND EQUIPMENT

Property  and  Equipment,  net of  accumulated  depreciation,  consisted  of the
following at September 30:

                                                       2003            2002
                                                   ------------    ------------

Furniture and Fixtures                             $      1,995    $      1,995
Computer Equipment                                       23,938          23,939
Computer System                                         150,746         142,548
Copying Equipment                                           807             807
Office Equipment                                          7,134           7,134
                                                   ------------    ------------
                                                        184,620         176,423
Less: Accumulated Depreciation                         (167,161)       (137,994)
                                                   ------------    ------------
                                                   $     17,459    $     38,429
                                                   ============    ============
6.   COMMITMENTS

The Company  leases  office  space and  equipment  under  operating  leases.  In
addition,  the Company leases  certain  software,  computer and other  equipment
under  capital  leases.  Operating and capital  leases expire at various  months
though the year 2005. Approximate minimum future rental and lease payments as of
September 30 are as follows:

                                                      Capital        Operating
                                                      Leases          Leases
                                                   ------------    ------------
Year Ending September 30,
                    2004                           $      2,386    $     17,044
                    2005                                     --           3,822
                                                   ------------    ------------
Total Minimum Lease Payments                       $      2,386    $     20,866
                                                   ============    ============
Less: Amount Representing Interest                            0
                                                   ------------
Present Value of Minimum Lease Payments                   2,386
Less: Current Portion                                     2,386
                                                   ------------
Long Term Portion                                  $          0
                                                   ============

                                      F-13
<PAGE>
                        RIM HOLDINGS INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                               September 30, 2003

7.   GOING CONCERN

The Company's financial statements have been presented on the basis that it is a
going concern, which contemplates the realization of assets and the satisfaction
of liabilities in the normal course of business. The Company has a stockholders'
deficit at September  30, 2003,  in an amount of $ 416,879 and negative  working
capital in the amount of $ 446,390.  The Company has also generated  losses from
operations  in the prior  years.  The  financial  statements  do not include any
adjustments that might result from the outcome of this uncertainty.

8.   CONSULTANT COMPENSATION PLAN

Effective  June 15,  2001 the  Company's  Board of  Directors  and  stockholders
formally  approved the  Company's  2001  Consultant  Compensation  Plan.  At the
direction of the Board of Directors, all consultants may participate in the 2001
plan by electing to receive the  Company's  common  stock for accrued and unpaid
compensation.  The basis of  conversion is $0.30 of debts accrued prior to April
1, 2001, $0.40 of debts through June 22, 2000, and, thereafter,  at a conversion
price  equal to 90% of the  lowest  closing  bid price  during the week prior to
conversion. The Company will fund the 2001 Plan with up to 500,000 shares of its
$.001 par value common stock.

9.   STOCK OPTION PLAN

Effective  April 6,  2000 the  Company's  Board of  Directors  and  stockholders
formally  approved  the  Company's  2000 Stock Option  Plan,  which  permits the
granting  of options  to  purchase  shares of the  Company's  stock to  eligible
employees and  directors.  The Plan reserves  3,000,000  shares of the Company's
common  stock  for  grant.  The plan  provides  that the  options  may be either
incentive or non-incentive  stock options.  The exercise price for the incentive
stock  options shall not be less than 100% of the fair market value of the stock
at the date of grant  and 50% of the  fair  market  value  with  respect  to the
non-incentive stock options. Options granted under the Plan must be exercised in
whole or in part with an average of 10 years from the date of grant.

The Company  accounts  for its option plan under APB Opnion No. 25,  "Accounting
for Stock Issued to Employees." The Company follows the disclosure  requirements
of Financial  Accounting  Standards  Board No. 123,  "Accounting for Stock-Based
Compensation"  (SFAS 123).  SFAS 123  established  a fair value based  method of
accounting for stock-based compensation plans.

                                      F-14
<PAGE>
                        RIM HOLDINGS INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                               September 30, 2003


9.   STOCK OPTION PLAN (CONTINUED)

A summary of activity for the Company's stock options is presented below for the
years ended September 30:
<TABLE>
<CAPTION>
                                                            Weighted                    Weighted
                                                            Average                     Average
                                                            Exercise                    Exercise
                                                 2003       Price            2002       Price
                                              ----------    --------      ----------    --------
<S>                                           <C>           <C>           <C>           <C>
Options Outstanding at Beginning of Year       1,010,000    $   0.30       1,580,000    $   0.30
Granted                                                                                     0.30
Forfeited                                                                   (570,000)         --
Exercised                                                                         --          --
                                              ----------    --------      ----------    --------
Options Outstanding at End of Year             1,010,000    $   0.30       1,010,000    $   0.30

Options Available for Grant at End of Year     1,990,000                   1,990,000
Average approximate Remaining
     Contractual Life                          6.9 Years                   7.9 Years
Weighted Average Fair Value of Options
     Granted During the Year                  $     0.16                  $     0.16
</TABLE>

10.  INCOME TAXES
                                                                      2003
                                                                 --------------
Tax Benefit of Net Operating Loss                                $      309,253
Less: Valuation Allowance                                              (309,253)
                                                                 --------------
Income Tax Effect                                                            --
                                                                 ==============

As of  September  30,  2003 the  Company  has  approximately  $  909,568  of net
operating loss carryfoward  available to offset future federal and state taxable
income  through  2021  and a  deferred  tax  asset  valuation  allowance  in the
approximate amount of $ 309,253.  In assessing the realizability of deferred tax
assets,  management  considers  whether  it is more  likely  than not that  some
portion or all of the  deferred  tax assets will not be  realized.  The ultimate
realization  of deferred tax assets is dependent  upon the  generation of future
taxable income during the periods in which those  temporary  differences  become
deductible. Management believes that the inability to utilize net operating loss
carryforwards to offset future taxable income within the carryforward periods is
more likely than not.  Accordingly,  a 100 percent valuation  allowance has been
recorded against the net deferred tax assets.

                                      F-15
<PAGE>
                        RIM HOLDINGS INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                               September 30, 2003


11.  ACCOUNTS PAYABLE - OTHER

Accounts  Payable - Other  consists of various credit card balances at September
30, 2003 and 2002.  The average  interest  rates at September  30, 2003 and 2002
were approximately  19.25 % and 18.7%,  respectively,  due on demand.  Also, non
employee  compensation  payable in stock was in included  in Accounts  Payable -
Other.

As of September 30, Accounts Payable - Other included:

                                                       2003            2002
                                                   ------------    ------------

Various Credit Cards - Payable on demand:          $     65,957    $     71,198

Stock Compensation Payable:                             109,794          86,553
                                                   ------------    ------------
                                                   $    175,751    $    157,751
                                                   ============    ============

12.  INTANGIBLE ASSETS

Intangible  assets consist of a license the Company entered into on May 23, 2003
in exchange for 200,000 shares of stock valued at $10,000. The license agreement
is for the future development and selling an invention of disposable particulate
filters with  civilian and  military  applications.  The licensor is entitled to
royalties in the form of stock options as specific  commercialization  steps are
met. The license is amortized over its estimated useful life of 15 years.

As of September 30,
                                                                      2003
                                                                 --------------

License                                                          $       10,000
Less: Accumulated Amortization                                             (667)
                                                                 --------------
                                                                 $        9,333
                                                                 ==============

                                      F-16