Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
WILLENBERG RAYMOND FRANKLIN JR
 2. Issuer Name and Ticker or Trading Symbol
Rim Semiconductor CO [RSMI] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman, Exec VP
(Last)
(First)
(Middle)

305 NE 102ND AVE, #105		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
10/31/2005
(Street)


PORTLAND, OR 97220		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(check applicable line)

_X_ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 2270 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $ 3.92 04/05/2005   D4   20,000   (1) 03/05/2011 Common Stock
20,000
(2) 0 (2)
D
 
Employee Stock Option (right to buy) $ 0.42 04/05/2005   D4   250,000   (3) 02/25/2012 Common Stock
250,000
(2) 0 (2)
D
 
Employee Stock Option (right to buy) $ 1.02 04/05/2005   D4   100,000   (4) 03/22/2012 Common Stock
100,000
(2) 0 (2)
D
 
Employee Stock Option (right to buy) $ 0.17 04/05/2005   A4 1,000,000     (5) 04/05/2015 Common Stock
1,000,000
(2) 0 (2)
D
 
Employee Stock Option (right to buy) $ 0.17 04/05/2005   A4 6,000,000     (6) 04/05/2015 Common Stock
6,000,000
(2) 7,000,000
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
WILLENBERG RAYMOND FRANKLIN JR
305 NE 102ND AVE, #105
PORTLAND, OR 97220		   X     Chairman, Exec VP  

Signatures

/s/ Raymond F. Willenberg, Jr. 02/17/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) 12,500 options were exercisable on 3/5/2001, and the remaining vested annually over three years in installments of 2,500 each. These options were cancelled by mutual agreement of the parties.
(2) Not applicable.
(3) These options vested quarterly, in four equal installments beginning April 30, 2002. These options were cancelled by mutual agreement of the parties.
(4) These options were exercisable on 3/22/2002. These options were cancelled by mutual agreement of the parties.
(5) These options became exercisable in May 2005 upon the Corporation's consummation of a financing. These options were cancelled by mutual agreement of the parties, effective January 1, 2006.
(6) These options became exercisable upon the Corporation's release of a beta version of its semiconductor technologies in December 2005. These options were cancelled by mutual agreement of the parties, effective January 1, 2006.

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