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

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


         Date of Report (Date of earliest event reported) March 9, 2004



                                RIM HOLDINGS INC.
             (Exact name of registrant as specified in its charter)


            Nevada                      0-31047                   86-0995730
(State or other jurisdiction          (Commission               (IRS Employer
      of incorporation)               File Number)           Identification No.)


7579 E. Main, Suite 600, Scottsdale, AZ                              85251
(Address of principal executive offices)                          (Zip Code)


       Registrant's telephone number, including area code (480) 970-3336



ITEM 5.  OTHER EVENTS.

On March 9, 2004,  Rim  Holdings  Inc., a provider of computer  network  design,
installation  and support  services  ("Rim"),  executed a non-binding  Letter of
Intent to acquire a foreign company named Starway  Management LTD.  ("SML") upon
the issuance of approximately  27,500,000  restricted  common stock shares after
RIM has been  recapitalized by means of a 20-for-1  reverse stock split.  Rimmer
Computer, Rim's current subsidiary, will be spun off to Rim's current management
in exchange for 1,000,000 pre-split shares. The Letter of Intent requires SML to
have gross  revenues  in excess of  $20,000,000  and net income  after  taxes in
excess of $6,000,000.  The  consummation of the transaction  contemplated by the
Letter of Intent is subject to a due diligence investigation by both parties and
other terms and conditions, and there is no assurance this transaction will ever
be consummated.



                                   SIGNATURES

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

                                       RIM HOLDINGS INC.


Date: March 23, 2004                   By: /s/ Christina M. Strauch
                                           -------------------------------------
                                           Christina M. Strauch, Chairman
                                           (Chief Executive Officer)


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