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


                                  FORM 10-QSB/A
                                 AMENDMENT NO. 2

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

         For the quarterly period ended: March 31, 2002

[ ]            TRANSITION REPORT UNDER SECTION 13 OR 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.)

            3665 RUFFIN ROAD, SUITE 225, SAN DIEGO, CALIFORNIA 92123
                    (Address of principal executive offices)

                                 (866) 568-6266
                           (Issuer's telephone number)

 1765 DUCHESS AVENUE, SUITE M2, WEST VANCOUVER, BRITISH COLUMBIA V7V 1P8 CANADA
              (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:

           20,000,000 SHARES OF COMMON STOCK, $0.001 PAR VALUE, AS OF
                                 MARCH 31, 2002

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


Exhibit index on page 10                                      Page 1 of 13 pages


<PAGE>
                             RIMPAC RESOURCES LTD.
                         (A DEVELOPMENT STAGE COMPANY)
                          CONSOLIDATED BALANCE SHEETS

                                    RESTATED




                                     ASSETS

                                                  (Unaudited)
                                                    March 31        December 31
                                                      2002             2001
                                                 =============    ==============
CURRENT ASSETS
   Cash                                          $       49       $       1,000
   -----------------------------------------------------------------------------
     TOTAL CURRENT ASSETS                                49               1,000

FIXED ASSETS
   Computers                                         10,751               9,284
   Gaming engine                                    125,000             125,000
   Web site                                          35,000              35,000
   -----------------------------------------------------------------------------
     TOTAL PROPERTY AND EQUIPMENT                   170,751             169,284


   -----------------------------------------------------------------------------
       TOTAL ASSETS                              $  170,800       $     170,284
   =============================================================================

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)


CURRENT LIABILITIES
   Note payable-related party                    $    1,000       $       1,000
   Accounts payable-related party                   445,772             445,772
   Accounts payable                                  15,647
   Operating advances-related party                 306,682
   Accrued liabilities                               14,400              11,300
   -----------------------------------------------------------------------------
     TOTAL CURRENT LIABILITIES                      783,501             458,072

LONG TERM LIABILITIES

STOCKHOLDERS' EQUITY (DEFICIT)
   Common stock                                      20,000
   Additional paid in capital                       205,000
   Accumulated deficit during development stage    (837,701)           (287,788)
   -----------------------------------------------------------------------------
     Total stockholders' equity (deficit)          (612,701)           (287,788)

   -----------------------------------------------------------------------------
     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY  $  170,800       $     170,284
   =============================================================================



               SEE THE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

<PAGE>

                             RIMPAC RESOURCES LTD.
                         (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENT OF OPERATIONS
                                  (UNAUDITED)

                                    RESTATED





                                                                From Inception
                                                First         September 19, 2001
                                            Quarter Ended           Through
                                           March 31, 2002        March 31, 2002
   =============================================================================
REVENUES                                   $                  $

RESEARCH AND DEVELOPMENT                           30,850               50,850

ADMINISTRATIVE AND SELLING EXPENSES
   Salaries                                        60,000              100,000
   Consulting                                     396,685              396,685
   General and administrative expenses             33,176               52,608
   Office occupancy                                10,089               11,228
   Marketing                                                           205,400
   Travel and entertainment                        18,313               19,330
   -----------------------------------------------------------------------------
     TOTAL ADMINISTRATIVE EXPENSE                 518,263              785,251

   -----------------------------------------------------------------------------
     NET LOSS FROM OPERATIONS                    (549,113)            (836,101)

OTHER INCOME (EXPENSES)

INCOME TAXES                                          800                1,600

   -----------------------------------------------------------------------------
     NET LOSS                              $     (549,913)    $       (837,701)
   =============================================================================


   Weighted Average Shares                     11,327,500            1,442,308
   Loss per share                                   (0.05)               (0.58)







               SEE THE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

<PAGE>

                             RIMPAC RESOURCES LTD.
                         (A DEVELOPMENT STAGE COMPANY)
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)

                                    RESTATED




<TABLE>
<CAPTION>

                                                                                             From Inception
                                                                       First Quarter       September 19, 2001
                                                                           Ended                 Through
                                                                      March 31, 2002         March 31, 2002
                                                                      ==============       ==================
<S>                                                                   <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net Loss                                                           $    (549,913)       $       (837,701)

   Adjustments to reconcile net income to net cash
   provided by operating activities:
      Depreciation
      Stock for services                                                    225,000                 225,000
      Changes in:
      Accrued liabilities                                                     3,100                  14,400
      Accounts payable-related party                                                                445,772
      Accounts payable                                                       15,647                  15,647
-------------------------------------------------------------------------------------------------------------
Net Cash Provided (Used) in Operating Activities                           (306,166)               (136,882)

CASH FLOWS FROM INVESTING ACTIVITIES
      Acquisition of equipment                                               (1,467)                (10,751)
      Gaming engine                                                                                (125,000)
      Web site                                                                                      (35,000)

-------------------------------------------------------------------------------------------------------------
Net Cash (Used) by Investing Activities                                      (1,467)               (170,751)

CASH FLOWS FROM FINANCING ACTIVITIES
      Notes payable                                                                                   1,000
      Operating advances related parties                                    306,682                 306,682

-------------------------------------------------------------------------------------------------------------
Net Cash Provided by Financing Activities                                   306,682                 307,682

      NET (DECREASE) INCREASE IN CASH                                          (951)                     49

   Cash, beginning of the year                                                1,000                       0

-------------------------------------------------------------------------------------------------------------
   Cash, March 31                                                     $          49        $             49
=============================================================================================================

SUPPLEMENTAL NON CASH INVESTING AND FINANCING ACTIVITIES:
       The Company issued 8,587,500 shares (post acquisition) of stock for
       consulting services to Amoeba Corporation. The stock was valued based
       upon 3,000 hours of consulting services at $75.00 an hour. Total value
       $225,000.

SUPPLEMENTAL INFORMATION:
       Interest paid                                                                       $              0
       Taxes paid                                                                          $              0


</TABLE>




               SEE THE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS



<PAGE>
                             RIMPAC RESOURCES LTD.
                         (A DEVELOPMENT STAGE COMPANY)
                         NOTES TO FINANCIAL STATEMENTS
                                  (UNAUDITED)


1.     BASIS OF PREPARATION

The unaudited consolidated financial statements of Rimpac Resources Ltd. (the
"Company") include the financial statements of its wholly owned subsidiary
Internet Loto, Inc. The consolidated financial statements presented herein have
been prepared in accordance with the instructions to Form 10-QSB and do not
include all of the information and note disclosures required by generally
accepted accounting principles. However, management has included all adjustments
necessary in order to make the financial statements not misleading, in the
opinion of management. These statements should be read in conjunction with the
financial statements and notes thereto included in our last audited financial
statements. These audited statements are contained in our Form 10-KSB for the
year ended December 31, 2001.


2.     RESTATEMENT

The Company has restated the financial statements as originally filed. This
restatement is a reclassification of certain fixed assets and work in process
that was determined to be marketing costs and research and development expense.
The effect of this adjustment is a reduction in fixed assets of $25,000 and the
elimination of work in process in the amount of $200,000. Correspondingly, an
increase in marketing and research and development expense was recorded.



3.     BUSINESS COMBINATION

On January 17, 2002, the Company entered into a share exchange agreement to
acquire Internet LOTO, Inc. The Company closed its acquisition of Internet LOTO,
Inc. pursuant to the terms of the share exchange agreement on February 1, 2002.
Accordingly, as of February 1, 2002, Internet LOTO, Inc. became a wholly owned
subsidiary of the Company.

The Company issued 11,450,000 shares of its common stock to the shareholders of
Internet LOTO, Inc. and, following the acquisition, there were 20,000,000 shares
of common stock of the Company issued and outstanding. The presentation of
issued and outstanding shares of common stock previously presented has been
changed to reflect this transaction.

The transaction has been accounted for in the first quarter of calendar year
2002 as a reverse acquisition. As a result of the reverse acquisition, the
operating entity, Internet LOTO, Inc. has continued as the operating entity and
its historical financial statements have replaced those of Rimpac Resources,
Ltd.



4.     CASH AND CASH EQUIVALENTS


The Company considers all highly liquid investments with maturities of three
months or less to be cash equivalents.



5.     FIXED ASSETS

The Company has paid $125,000 for the development of a gaming engine and $35,000
for a web site through a related party. Since the gaming engine and web site are
not fully operational at this point in time the Company has not begun
depreciation of the web site. Once fully operational the Company anticipates
depreciating these assets.


                                       5

<PAGE>

                             RIMPAC RESOURCES LTD.
                         (A DEVELOPMENT STAGE COMPANY)
                         NOTES TO FINANCIAL STATEMENTS
                                  (UNAUDITED)



6.     COMMON STOCK


The Company has authorized 50,000,000 of $0.001 par common stock. As of March
31, 2002 20,000,000 shares were issued and outstanding.



7.     RELATED PARTY TRANSACTIONS


Owen Bethel, a director of the Company, controls Amoeba Corporation which
received 8,587,500 shares of the Company's stock as part of the reverse
acquisition with Internet Loto, Inc.

















                                       6


<PAGE>



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

OVERVIEW

         Effective February 1, 2002, an arrangement was completed between Rimpac
Resources and Internet LOTO, whereby the shareholders of Internet LOTO exchanged
all of their common  shares for  11,450,000  shares of Rimpac  Resources  common
stock.

         Following the acquisition the former shareholders of Internet LOTO held
a majority of Rimpac's total issued and outstanding common shares; Internet LOTO
was thereby deemed to be the acquiror.  Accordingly,  the  transaction  has been
accounted for as a reverse takeover using the purchase method whereby the assets
and  liabilities  of Rimpac  Resources  have been  recorded at their fair market
values and operating results have been included in the financial statements from
the  effective  date of purchase.  The fair value of the net assets  acquired is
equal to their book values.

         References  to the  "Company,"  "us,"  "our,"  and  "we"  means  Rimpac
Resources and its wholly-owned subsidiary, Internet LOTO.

RESULTS OF OPERATIONS

         Since Internet LOTO was incorporated on September 19, 2001, there is no
comparable period information presented.


         We  incurred a net loss of  $549,913  for the  quarter  ended March 31,
2002,  and a net loss of  $837,701  for the period from  inception  to March 31,
2002. We have not yet  generated  any revenues as are still  considered to be in
the development  stage. We expect to continue to incur operating  losses over at
least the next nine months as we continue to develop our  business  plan through
the activities of our wholly owned subsidiary,  Internet LOTO, Inc. We have been
financing our cash flow needs  through the sale of a  convertible  debenture and
related  party  loans,  and no  assurance  can be given  that we will be able to
continue. In order to achieve revenues and profitability,  we will have to raise
the capital required by the business plan of operation,  and no assurance can be
given that we will be able to  accomplish  this goal or,  even if we do, that we
will operate profitably in the future.


         Our results of operations for the three months ended March 31, 2002 and
for the period from  inception  through  March 31, 2002,  are  reflective  of an
operation  in its  development  stage.  Management  has  focused  our  available
resources on the  development of the web site and the lottery gaming engine that
supports the Internet LOTO business plan.  Phase I of the  development  has been
successfully started, with the launch of the website  (www.InternetLOTO.com) and
the completion of the initial module of the lottery  engine,  but the completion
will  depend  on  the  availability  of  investment  capital.   Upon  successful
completion of the marketing and licensing portion of Phase I, Internet LOTO will
be capable of commencing  operations and the  generation of revenue.  Management
has financed the growth of Internet LOTO to date through  loans from  management
and the debt  from its major  vendor  and  affiliate,  HI-TEK  Multimedia,  Inc.
Internet  LOTO  retained  HI-TEK to design,  program,  produce and implement the
following:



                                       7

<PAGE>

         A.   Design corporate and promotional web sites
         B.   Design and produce the initial module of the Internet Lottery play
              engine
         C.   Research,  analyze and  develop the preliminary offline and online
              marketing plan,  includes  designing  and producing all supporting
              marketing and promotional materials  (CD-ROM, media kit, web slide
              presentation and corporate literature).
         D.   Consult with the management of the company on an as needed basis.

         Management  proposes  to launch  our  Internet  lottery  web  portal in
strategic phases.  Phase I will begin with ticket sales for European  lotteries,
Phase II in Asia,  and Phase III in Latin  America.  Phase IV may be launched in
North America if regulations  permit.  The launching dates will be determined by
economic  conditions,   licensing  opportunities,  and  other  factors  such  as
technology and security acceptance.

LIQUIDITY AND CAPITAL RESOURCES


         At March 31, 2002, we had a working capital deficiency of $783,452,  as
compared to a deficiency  of $457,072 at December  31, 2001.  Of the $783,501 in
current  liabilities  at March 31, 2002,  $753,454 was owed to related  parties.
HI-TEK has provided  the funding for all of Internet  LOTO's  expenses  incurred
through  March 31,  2002.  At March 31,  2002,  Internet  LOTO owed  $445,772 to
HI-TEK,  which  included  $385,000  for  work to be  performed  under a  service
contract.



         Our  operations  used cash of $306,166 for the quarter  ended March 31,
2002,  and $1,467 was used for the  acquisition  of  equipment.  These uses were
offset by $306,682 provided by related parties.


PLAN OF OPERATION

         We have a development strategy for the implementation of Phase I of the
plan, but it will require  $2,000,000 to complete.  To accomplish  this goal, we
are  currently  offering  convertible  debentures  in reliance  upon the private
placement exemption contained in Rule 506 under the Securities Act of 1933.

         The debentures  will accrue  interest at the rate of 10% per annum.  We
will pay the principal and any accrued interest due to the registered holders of
the  debentures  upon  maturity,  which is one year  from the date of  issuance.
Holders of the debentures are entitled,  at any time after the date of issuance,
by written  notice to us, to elect to convert their  debentures  into our common
stock at a conversion price equal to one share of common stock for each $1.50 of
the principal amount of their debenture  converted.  Any unpaid interest,  which
has  been  accrued  or is  accruing  from the  date of  issuance  to the date of
conversion will be waived and forgiven by the holder.

         We have  historically  financed our operations  through working capital
provided by related  party loans and the  private  placement  of equity and debt
securities.  Our ability to continue our  operations  is currently  dependent on
financing  from external  sources.  There can be no assurances  that  additional
capital will be available on terms favorable to us or at all, or that we will be
able to


                                       8

<PAGE>

generate sufficient cash flow in order to sustain operations. To the extent that
additional  capital  is raised  through  the sale of  additional  equity or debt
securities,  the issuance of such securities could result in additional dilution
to our  stockholders.  In the event that we experience  the need for  additional
capital,  and are not able to generate  capital from  financing  sources or from
future operations,  management may be required to modify, suspend or discontinue
our operations and business plan.

         Our accompanying  financial statements have been presented on the basis
that we are a going concern,  which  contemplates  the realization of assets and
the  satisfaction  of liabilities in the normal course of business.  As noted in
our reviewed  consolidated  financial statements for the quarter ended March 31,
2002, we have incurred significant net losses. This factor, among others, raises
substantial doubt as to our ability to obtain long-term debt or equity financing
and achieve profitable operations. Our ability to continue as a going concern is
dependent  upon our ability to  generate  positive  cash flows from  operations.
These  financial  statements  do not  include  any  adjustments  related  to the
recoverability  and  classification of recorded asset amounts or the amounts and
classification  of  liabilities  that might be necessary  should we be unable to
continue  in  existence.  In the interim  period,  management  is still  seeking
additional  investment  capital to support our business ventures and provide the
capital considered necessary to support operations

FORWARD LOOKING STATEMENTS

         Under the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995 (the "PSLRA"),  we caution readers  regarding forward looking
statements  found in this report and in any other  statement  made by, or on our
behalf,  whether  or not in future  filings  with the  Securities  and  Exchange
Commission.  Forward-looking  statements  are statements not based on historical
information and which relate to future operations, strategies, financial results
or other  developments.  Forward looking  statements are necessarily  based upon
estimates and assumptions that are inherently  subject to significant  business,
economic and  competitive  uncertainties  and  contingencies,  many of which are
beyond our control and many of which, with respect to future business decisions,
are subject to change.  These  uncertainties and contingencies can affect actual
results and could cause actual results to differ materially from those expressed
in any  forward-looking  statements  made by or on our behalf.  We disclaim  any
obligation to update forward-looking statements.  Readers should also understand
that under Section  27A(b)(2)(D) of the Securities Act, and Section 21E(b)(2)(D)
of the Securities Exchange Act, the "safe harbor" provisions of the PSLRA do not
apply to statements made in connection with an initial public offering.




                                       9

<PAGE>


                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         Not Applicable.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

         During  the  quarter  ended  March  31,  2002,  the  registrant  issued
         11,450,000 shares of its common stock in exchange for all of the issued
         and  outstanding  shares of Internet LOTO, Inc. to that company's three
         shareholders.  The issued were issued in  reliance  upon the  exemption
         from  registration  contained in Section 4(2) of the  Securities Act of
         1933, as the shareholders were deemed to be sophisticated  with respect
         to an investment in the registrant's stock. No underwriters were used.

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


REGULATION                                                            SEQUENTIAL
S-B NUMBER                        EXHIBIT                            PAGE NUMBER


   2.1        Share Exchange Agreement by and between Rimpac             N/A
              Resources Ltd. and the shareholders of Internet Loto,
              Inc. dated as of January 17, 2002 (1)

   3.1        Articles of Incorporation (2)                              N/A

   3.2        Bylaws (2)                                                 N/A

  10.1        Service Contract Agreement between HI-TEK Multimedia,      N/A
              Inc. and Internet LOTO, Inc. dated October 5, 2001 (3)

  10.2        Marketing & Production Services Retainer Agreement         N/A
              between HI-TEK Multimedia, Inc. and Internet LOTO, Inc.
              dated January 2, 2002 (3)


                                       10

<PAGE>

  99.1        Certification Pursuant to 18 U.S.C. Section 1350, as       12
              Adopted Pursuant to Section 906 of the Sarbanes-Oxley
              Act of 2002



  10.3        Stock Options Agreement between Owen Bethel and Rimpac     N/A
              Resources Ltd. Dated March 27, 2002 (3)

----------------------------

(1)      Incorporated  by  reference to the exhibits to the registrant's current
         report on Form 8-K dated February 1, 2002, file number 0-29481.

(2)      Incorporated  by  reference  to   the  exhibits  to  the   registrant's
         registration statement on Form 10-SB, file number 0-29481.

(3)      Incorporated  by  reference to  the exhibits to the registrant's annual
         report on Form 10-KSB for the fiscal year ended December 31, 2001, file
         number 0-29481.

         B)  REPORTS ON FORM 8-K:

         On February 6, 2002, the registrant filed a Form 8-K disclosing,  under
         Items 1, 2, and 5,  the  registrant's  acquisition  of  Internet  LOTO.
         Historical audited financial  statements of Internet LOTO and pro forma
         financial  statements  were  filed in an  amendment  to the Form 8-K on
         April 16, 2002.


                                   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:      8/02/02                  By:    /S/ THOMAS M. JOHNSON
      ------------------------         -----------------------------------------
                                        Thomas M. Johnson, President
                                        (Principal Financial and Accounting
                                        Officer)





                                       11