U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB
(Mark One)
[X]              QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE
                              EXCHANGE ACT OF 1934

            For the quarterly period ended: June 30, 2001

[ ]              TRANSITION REPORT UNDER SECTION 13 OF 15(D) OF THE
                                  EXCHANGE ACT

            For the transition period from ____________ to ____________

                         Commission file number: 0-29481

                              RIMPAC RESOURCES LTD.
        (Exact name of small business issuer as specified in its charter)

              NEVADA                                      91-1921379
   (State or other jurisdiction of                       (IRS Employer
    incorporation or organization)                    Identification No.)

 1765 DUCHESS AVENUE, SUITE M2, WEST VANCOUVER, BRITISH COLUMBIA V7V 1P8 CANADA
                    (Address of principal executive offices)

                                 (604) 689-4919
                           (Issuer's telephone number)

       5600 WYOMING BLVD., N.E., SUITE 150, ALBUQUERQUE, NEW MEXICO 87109
              (Former name, former address and former fiscal year,
                          if changed since last report)

     State the number of shares outstanding of each of the issuer's classes of
common equity, as of the last practicable date:

            8,550,000 SHARES OF COMMON STOCK, $0.001 PAR VALUE, AS OF
                                 AUGUST 10, 2001

 Transitional Small Business Disclosure Format (check one);  Yes       No   X
                                                                 -----    -----

Exhibit index on page 7                                       Page 1 of 8 pages

                                                                               1

<PAGE>

                             Rimpac Resources Ltd
                         (A Development Stage Company)
                                 Balance Sheet
                                 June 30, 2001
                                  (unaudited)



                                    ASSETS

Current assets:
  Cash                                                $           61
                                                     ================




                    LIABILITIES AND STOCKHOLDERS' (DEFICIT)

Current liabilites:
 Accounts payable                                     $       17,768
 Related party payable                                        17,155
                                                     ----------------
     Total current liabilities                                34,923
                                                     ----------------

Stockholders' (deficit) :
  Preferred stock, $0.01 par value,
     1,000,000 undesignated shares authorized                      -
  Common stock, $0.001 par value,
     50,000,000 shares authorized,
     8,550,000 shares issued and outstanding                   8,550
  Additional paid in capital                                  24,162
  (Deficit) accumulated during the development stage         (67,574)
                                                     ----------------
                                                             (34,862)
                                                     ----------------

                                                      $           61
                                                     ================




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


                                       2

<PAGE>

                              Rimpac Resources Ltd.
                          (A Development Stage Company)
                            Statements of Operations
                                   (unaudited)

<TABLE>
<CAPTION>

                                                                                                                    January 26, 1998
                                                 Three months      Three months      Six months      Six months        (inception)
                                                    ended             ended            ended            ended            through
                                                June 30, 2001     June 30, 2000    June 30, 2001    June 30, 2000     June 30, 2001
                                                -------------     -------------    -------------    -------------   ----------------
<S>                                             <C>               <C>              <C>              <C>             <C>

Revenue                                         $         -       $         -      $         -      $         -     $           -
                                                -------------     -------------    -------------    -------------   ----------------

Costs and expenses:
  General and administrative                           7,618             7,362           10,678           15,029            64,294
  Amortization                                            -                 -                -                -              1,283
                                                -------------     -------------    -------------    -------------   ----------------

(Loss) from operations                                (7,618)           (7,362)         (10,678)         (15,029)          (65,577)
                                                -------------     -------------   --------------    -------------   ----------------

Other income (expense):
  Foreign currency transaction gain (loss)             1,243                -              (134)             (54)             (747)
  Loss on mineral claims                                  -                 -                -                -             (1,250)
                                                -------------     -------------   --------------    -------------   ----------------
                                                       1,243                -              (134)             (54)           (1,997)
                                                -------------     -------------   --------------    -------------   ----------------
Net (loss)                                      $     (6,375)     $     (7,362)   $     (10,812)    $    (15,083)   $      (67,574)
                                                =============     =============   ==============    =============   ================


Per share information:

  Weighted average number
  of common shares outstanding -
  basic and diluted                                8,550,000         8,550,000        8,550,000        8,550,000         7,463,293
                                                =============     =============   ==============    =============   ================

  Net (loss) per common share -
  basic and diluted                             $      (0.00)     $      (0.00)   $       (0.00)    $      (0.00)   $       (0.01)
                                                =============     =============   ==============    =============   ================
</TABLE>


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

                                       3

<PAGE>

                                  Rimpac Resources Ltd.
                              (A Development Stage Company)
                                Statements of Cash Flows
                                       (unaudited)

<TABLE>
<CAPTION>
                                                                                                                    January 26, 1998
                                                                     Six months            Six months                  (inception)
                                                                       ended                 ended                       Through
                                                                   June 30, 2001         June 30, 2000                June 30, 2001
                                                                   -------------         -------------              ----------------
<S>                                                                <C>                   <C>                        <C>
Cash flows from operating activities:
Net cash (used in) operating activities                            $     (9,297)         $     (5,201)              $       (46,023)
                                                                   -------------         -------------              ----------------

Cash flows from investing activities:
  Investment in mineral claims                                              -                     -                          (1,250)
  Organization costs                                                        -                     -                          (1,283)
                                                                   -------------         -------------              ----------------
Net cash (used in) investing activities                                     -                     -                          (2,533)
                                                                   -------------         -------------              ----------------

Cash flows from financing activities:
  Proceeds from loan from related party                                   9,358                 3,289                        22,155
  Proceeds from stock sales, net of
    issuance costs                                                          -                     -                          26,462
                                                                   -------------         -------------              ----------------
Net cash provided by financing activities                                 9,358                 3,289                        48,617
                                                                   -------------         -------------              ----------------

Net increase (decrease) in cash                                              61                (1,912)                           61

Beginning cash                                                              -                   2,203                           -
                                                                   -------------         -------------              ----------------
Ending cash                                                        $         61          $        291               $            61
                                                                   =============         =============              ================

</TABLE>



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


                                       4

<PAGE>
                             Rimpac Resources, Ltd.
                          (A Development Stage Company)
                          Notes to Financial Statements
           As of and for the Three and Six Months Ended June 30, 2001
                                   (Unaudited)


NOTE 1.  BASIS OF PRESENTATION

The accompanying  unaudited condensed financial statements have been prepared in
accordance with accounting principles generally accepted in the United States of
America  for  interim  financial  information.  They do not  include  all of the
information and footnotes required by accounting  principles  generally accepted
in the United  States of  America  for  complete  financial  statements.  In the
opinion of management,  all  adjustments,  consisting  only of normal  recurring
adjustments, considered necessary for a fair presentation, have been included in
the  accompanying  unaudited  financial  statements.  Operating  results for the
periods  presented  are not  necessarily  indicative  of the results that may be
expected  for the full year.  For further  information,  refer to the  financial
statements and notes therto,  included in the Company's Form 10-KSB for the year
ended December 31, 2000.

NOTE 2:  EARNINGS PER SHARE

The Company  calculates net income (loss) per share as required by SFAS No. 128,
"Earnings per Share." Basic earnings  (loss) per share is calculated by dividing
net income (loss) by the weighted  average  number of common shares  outstanding
for the period.  Diluted earnings (loss) per share is calculated by dividing net
income  (loss) by the  weighted  average  number of common  shares and  dilutive
common stock equivalents outstanding. During the periods presented, common stock
equivalents were not considered, as their effect would be anti-dilutive.




                                        5

<PAGE>



ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

         Since incorporation on January 26, 1998, we have been a natural
resource company engaged in the acquisition of mineral properties, with our sole
focus in the state of Arizona. We acquired a mineral exploration permit issued
by the State of Arizona and intended to explore for gold mineralization within
the Goldstone Prospect permit area. We were unable to secure financing for the
intended exploration and the world market price of gold was on the decline. As a
result, we abandoned our operations and the permit was not renewed. We are now a
"shell" company and our sole purpose at this time is to locate and consummate a
merger or other business combination with a private entity.

         We have not generated any revenue. For the six months ended June 30,
2001, we recorded an operating loss of $10,678, as compared to an operating loss
for the corresponding period last fiscal year of $15,029. The decreased
operating loss for the current fiscal period was due primarily to lower legal
and accounting expenses. However, during the 2001 period, we recorded a loss of
$134 for foreign currency translation, as compared to $54 for the 2000 period.

         For the six months ended June 30, 2001, the statement of cash flows
reflects net cash used in operating activities of $9,297, which was offset by
net cash provided by financing activities of $9,358. Since we currently have no
significant source of revenue, our working capital will be depleted by operating
expenses and we will be dependent upon external sources of cash.

         At June 30, 2001, we had a working capital deficit of $34,862. Funds
required to maintain our existence have been provided through loans from related
parties. For the six months ended June 30, 2001, we received unsecured loans
totaling $9,358 from related parties. The loans have no specific terms of
repayment or interest. At June 30, 2001, related party payables totaled $17,155.
We anticipate another offering of common stock to consummate a merger or other
business combination, and to provide sufficient working capital. In addition to
another offering of common stock, we anticipate that additional financing may be
obtained through long- or short-term loans against our equity, or through a
joint venture or strategic alliance. There can be no assurance that we will be
able to obtain additional funding, or obtain additional funding with terms
favorable to us. The failure to obtain additional financing could result in
delay or indefinite postponement of our activities, and a complete loss of our
investment.

         Since inception through June 30, 2001, we have incurred a net loss of
$67,574. Our ability to continue as a going concern is dependent upon our
ability to generate sufficient cash flow to meet our obligations on a timely
basis, to identify and implement a merger or other business combination, to
obtain additional financing or refinancing as may be required, and to ultimately
attain profitability. There are no assurances that we will be able to identify
and implement a merger or business combination, or obtain any additional
financing.



                                        6

<PAGE>

                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

            Not Applicable.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

            Not Applicable.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

            Not Applicable.

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

            Not Applicable.

ITEM 5.  OTHER INFORMATION

            Not Applicable.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

            A) EXHIBITS

<TABLE>
<CAPTION>

        REGULATION                                                                                                SEQUENTIAL
        S-B NUMBER                                     EXHIBIT                                                   PAGE NUMBER

<S>                         <C>                                                                                      <C>
           3.1              Articles of Incorporation (1)<F1>                                                        N/A

           3.2              Bylaws (1)<F1>                                                                           N/A

          10.1              Assignment of Lease and Purchase Option between the Company and                          N/A
                            Leroy Halterman dated March 22, 1998 (1)<F1>

          10.2              State Land Department, State of Arizona, Mineral Exploration Permit No.                  N/A
                            08-103044, dated September 17, 1997 (1)<F1>

          10.3              Goldstone Prospect, Cochise County, Arizona, Section 28, T20S R23E, A                    N/A
                            Goldstone Prospect, dated December 15, 1997, prepared by Leroy Halterman CPG,
                            RPG, Consulting Geologist (1)<F1>

----------------------------
<FN>
(1)<F1>   Incorporated by reference to the exhibits filed with the
          Registration Statement on Form 10-SB, File No. 0-29481.
</FN>
</TABLE>


                                        7

<PAGE>


        B) REPORTS ON FORM 8-K:

        None.


                                   SIGNATURES

            In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                          RIMPAC RESOURCES LTD.
                                          (Registrant)


Date: August 13, 2001                     By:   /s/ Georgia Knight
                                             -----------------------------------
                                             Georgia Knight, President
                                             (Principal Financial Officer)


                                        8

<PAGE>