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: 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 9                                       Page 1 of 10 pages

<PAGE>

                              RIMPAC RESOURCES LTD.
                          (A DEVELOPMENT STAGE COMPANY)
                           CONSOLIDATED BALANCE SHEET



<TABLE>
<CAPTION>
                                     ASSETS
                                                                             (Unaudited)
                                                                               March 31               December 31
                                                                                 2002                    2001
                                                                           -----------------       ----------------
<S>                                                                        <C>                     <C>

 CURRENT ASSETS
        Cash                                                               $           107         $         1,003
        -----------------------------------------------------------------------------------------------------------
           TOTAL CURRENT ASSETS                                                        107                    1,003

 FIXED ASSETS
        Computers                                                                   10,751                    9,284
        Internet software                                                          215,850                  185,000
        ------------------------------------------------------------------------------------------------------------
          TOTAL PROPERTY AND EQUIPMENT                                             226,601                  194,284

 OTHER ASSETS
        Work in progress                                                           200,000                  200,000
        ------------------------------------------------------------------------------------------------------------
          TOTAL OTHER ASSETS                                                       200,000                  200,000


        ------------------------------------------------------------------------------------------------------------
             TOTAL ASSETS                                                  $       426,708                  395,287
        ============================================================================================================

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 CURRENT LIABILITIES
        Note payable-related party                                         $        11,903                   11,000
        Accounts payable-related party                                             445,772                  445,772
        Accounts payable                                                            52,536                   14,782
        Operating advances-related party                                           307,373                   22,107
        Accrued liabilities                                                         13,400                   11,300
        ------------------------------------------------------------------------------------------------------------
          TOTAL CURRENT LIABILITIES                                                830,984                  504,961

 LONG TERM LIABILITIES

 STOCKHOLDERS' EQUITY (DEFICIT)
        Common stock                                                                20,000                    8,550
        Additional paid in capital                                                  12,711                   24,162
        Accumulated deficit during development stage                              (436,987)                (142,386)
        ------------------------------------------------------------------------------------------------------------
          Total stockholders' equity (deficit)                                    (404,275)                (109,674)

        ------------------------------------------------------------------------------------------------------------
           TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                      $       426,708                  395,287
        ============================================================================================================
</TABLE>


               SEE THE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

                                       2
<PAGE>
                              RIMPAC RESOURCES LTD.
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENT OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                          From Inception
                                                                       First              September 19,
                                                                   Quarter Ended           2001 Through
                                                                  March 31, 2002          March 31, 2002
        ------------------------------------------------------------------------------------------------
<S>                                                               <C>                    <C>
     REVENUES                                                     $                      $

     COSTS AND EXPENSES
        General and administrative expenses                             293,801                 433,390
        ------------------------------------------------------------------------------------------------
           TOTAL ADMINISTRATIVE EXPENSE                                 293,801                 433,390

        ------------------------------------------------------------------------------------------------
             NET LOSS FROM OPERATIONS                                  (293,801)               (433,390)

     OTHER INCOME (EXPENSES)
        Foreign currency transactions gain (loss)                                                  (747)
        (Loss) on mineral claim                                                                  (1,250)
        ------------------------------------------------------------------------------------------------
             TOTAL OTHER INCOME (EXPENSES)                                                       (1,997)

     INCOME TAXES                                                           800                   1,600

        ------------------------------------------------------------------------------------------------
             NET LOSS                                             $    (294,601)         $     (436,987)
        ================================================================================================


        Weighted Average Shares                                      20,000,000               8,435,857
        Loss per share                                                    (0.02)                  (0.05)

</TABLE>

               SEE THE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

                                       3
<PAGE>

                              RIMPAC RESOURCES LTD.
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                                  From Inception
                                                                         First Quarter             September 19,
                                                                             Ended                 2001 Through
                                                                        March 31, 2002            March 31, 2002
                                                                       ----------------          ----------------
<S>                                                                    <C>                       <C>
CASH FLOWS FROM OPERATING ACTIVITIES
    Net Loss                                                           $      (294,601)          $      (436,987)

    Adjustments to reconcile net income to net cash
    provided by operating activities:
       Depreciation
       Stock for services
       Changes in:
       Accrued liabilities                                                       2,100                    13,400
       Accounts payable-related party                                                                    445,772
       Accounts payable                                                         37,753                    52,535
-----------------------------------------------------------------------------------------------------------------
Net Cash Provided (Used) in Operating Activities                              (254,748)                   74,720

CASH FLOWS FROM INVESTING ACTIVITIES
       Acquisition of equipment                                                 (1,467)                  (10,751)
       Internet software                                                       (30,850)                 (215,850)
       Work in progress                                                                                 (200,000)

-----------------------------------------------------------------------------------------------------------------
Net Cash Provided (Used) by Investing Activities                               (32,317)                 (426,601)

CASH FLOWS FROM FINANCING ACTIVITIES
       Sale of stock                                                                                      32,712
       Notes payable                                                               903                    11,903
       Operating advances related parties                                      285,266                   307,373

-----------------------------------------------------------------------------------------------------------------
Net Cash Provided by Financing Activities                                      286,169                   351,988

       NET INCREASE IN CASH                                                       (896)                      107

    Cash, beginning of the year                                                  1,003                         0

-----------------------------------------------------------------------------------------------------------------
    Cash, March 31                                                     $           107           $           107
=================================================================================================================

SUPPLEMENTAL NON CASH INVESTING AND FINANCING ACTIVITIES:


SUPPLEMENTAL INFORMATION:
       Interest paid                                                                 $                         0
       Taxes paid                                                                    $                         0

</TABLE>



               SEE THE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

                                       4
<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 and 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-K for the year
ended June 30, 2001.


2.       CASH AND CASH EQUIVALENTS

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


3.       FIXED ASSETS

The Company has paid $215,850 for the development of an initial web site through
a related party. Since the web site is not fully operational at this point in
time the Company has not began depreciation of the web site. Once fully
operational the Company anticipates depreciating the site over a five-year
period.

WORK IN PROGRESS - As part of the overall service contract with Hi-Tek
Multimedia, Inc. the services contract allocates $200,000 towards a trademark
and other marketing associated costs. These services have not been provided as
of March 31, 2002. Therefore, this amount has been recorded as prepayments.
Since the timing of these services, including the receipt of a trademark is
unknown, the prepayments are recorded as a long-term asset.


4.       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.


                                       5

<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  $294,601  for the  quarter  ended March 31,
2002,  and a net loss of  $436,987  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:

                                       6

<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 $764,155,  as
compared to a deficiency  of $457,072 at December  31, 2001.  Of the $830,984 in
current  liabilities  at March 31, 2002,  $765,048 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  $725,067 to
HI-TEK,  which  included  $385,000  for  work to be  performed  under a  service
contract.

         Our  operations  used cash of $254,748 for the quarter  ended March 31,
2002,  and  $32,317  was used  for the  acquisition  of  Internet  software  and
equipment. These uses were offset by $286,169 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


                                       7

<PAGE>

generate  sufficient  cash  flow in order to sustain  operations.  To the extemt
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.



                                       8

<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 Resources
            Ltd. and the shareholders of Internet Loto, Inc. dated
            as of January 17, 2002 (1)                                   N/A

  3.1       Articles of Incorporation (2)                                N/A

  3.2       Bylaws (2)                                                   N/A

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

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

                                       9

<PAGE>


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

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

(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: May 20, 2002                By:  /s/ THOMAS M. JOHNSON
                                     -------------------------------------------
                                      Thomas M. Johnson, President
                                      (Principal Financial and Accounting
                                      Officer)





                                       10