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, 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)

                                 NOT APPLICABLE
         (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
                                  JUNE 30, 2002

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

Exhibit index on page 10                                      Page 1 of 12 pages

<PAGE>

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


<TABLE>
                                     ASSETS
<CAPTION>
                                                                 (Unaudited)
                                                                   June 30          December 31
                                                                     2002              2001
                                                                -------------      -------------
<S>                                                             <C>                <C>
CURRENT ASSETS
   Cash                                                         $      2,488       $      1,000
   ---------------------------------------------------------------------------------------------
      TOTAL CURRENT ASSETS                                             2,488              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                                           $    173,239       $    170,284
   =============================================================================================

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)


CURRENT LIABILITIES
   Note payable-related party                                   $      1,000       $      1,000
   Accounts payable-related party                                    582,430            445,772
   Accounts payable                                                   23,056
   Operating advances-related party                                  521,074
   Accrued liabilities                                                 5,985             11,300
   ---------------------------------------------------------------------------------------------
      TOTAL CURRENT LIABILITIES                                    1,133,545            458,072

LONG TERM LIABILITIES

STOCKHOLDERS' EQUITY (DEFICIT)
   Common stock                                                       20,000
   Additional paid in capital                                        205,000
   Accumulated deficit during development stage                   (1,185,306)          (287,788)
   ---------------------------------------------------------------------------------------------
      Total stockholders' equity (deficit)                          (960,306)          (287,788)

      ------------------------------------------------------------------------------------------
         TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY             $    173,239       $    170,284
      ==========================================================================================

</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
                                               Six Months        Three Months      September 19, 2001
                                             Ended June 30       Ended June 30           Through
                                                  2002                2002            June 30, 2002
======================================================================================================
<S>                                          <C>                 <C>               <C>
REVENUES                                     $                   $                 $

RESEARCH AND DEVELOPMENT                           35,000               4,150                  55,000

ADMINISTRATIVE AND SELLING EXPENSES
   Salaries                                        75,000               15,000                115,000
   Consulting                                     666,865              270,180                666,865
   General and administrative expenses             74,053               40,877                 93,485
   Office occupancy                                10,089                                      11,228
   Marketing                                                                                  205,400
   Travel and entertainment                        35,711               17,398                 36,728
   ---------------------------------------------------------------------------------------------------
      TOTAL ADMINISTRATIVE EXPENSE                861,718              343,455              1,128,706

   ---------------------------------------------------------------------------------------------------
         NET LOSS FROM OPERATIONS                (896,718)            (347,605)            (1,183,706)

OTHER INCOME (EXPENSES)

INCOME TAXES                                          800                                       1,600

   ---------------------------------------------------------------------------------------------------
      NET LOSS                               $   (897,518)       $    (347,605)    $       (1,185,306)
   ===================================================================================================


   Weighted Average Shares                     16,917,127           20,000,000             11,270,175
   Loss per share                            $      (0.05)       $       (0.02)    $            (0.11)

</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
                                                                 Six Months        September 19, 2001
                                                                    Ended                Through
                                                                June 30, 2002         June 30, 2002
                                                               ===============     ==================
<S>                                                            <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net Loss                                                    $     (897,518)     $      (1,185,306)

   Adjustments to reconcile net income to net cash
   provided by operating activities:
      Depreciation
      Stock for services                                              225,000                225,000
      Changes in:
      Accrued liabilities                                              (5,315)                 5,985
      Accounts payable-related party                                  136,658                582,430
      Accounts payable                                                 23,056                 23,056
-----------------------------------------------------------------------------------------------------
Net Cash Provided (Used) in Operating Activities                     (518,119)              (348,835)

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                              521,074                521,074

-----------------------------------------------------------------------------------------------------
Net Cash Provided by Financing Activities                             521,074                522,074

      NET (DECREASE) INCREASE IN CASH                                   1,488                  2,488

   Cash, beginning of the year                                          1,000                      0

-----------------------------------------------------------------------------------------------------
   Cash, March 31                                              $        2,488      $           2,488
=====================================================================================================
</TABLE>

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




               See the Accompanying Notes to Fiancial Statements

                                       4
<PAGE>


                              RIMPAC RESOURCES LTD.
                          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 December 31, 2001.


2.     BUSINESS COMBINATION

On January 17, 2002, the Company entered into a share exchange agreement to
acquire Internet LOTO, Inc. The Company closed its acquisition on 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 have 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.


3.     CASH AND CASH EQUIVALENTS

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


4.     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 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 these assets.


5.     COMMON STOCK

The Company has authorized 50,000,000 of $0.001 par common stock. As of June 30,
2002 20,000,000 shares were issued and outstanding.


                                       5

<PAGE>


                              RIMPAC RESOURCES LTD.
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)


6.     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.


7.     SUBSEQUENT EVENTS

Effective August 20, 2002 the Company's independent accountants resigned. The
resignation was submitted due to staffing and timing conflicts between the
Company and the accountants and not due to any disagreements with management.
Further information can be found in the 8K which the Company will file on August
20, 2002.



















                                       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  net losses of $347,605  and $897,518 for the three and six
months ended June 30,  2002,  and a net loss of  $1,185,306  for the period from
inception to June 30, 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  remainder of the current  fiscal year 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 and six months ended June 30,
2002 and for the period from inception  through June 30, 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 June 30, 2002, we had a working capital deficiency of $1,131,057, as
compared to a deficiency of $457,072 at December 31, 2001. Of the  $1,133,545 in
current  liabilities at June 30, 2002,  $1,103,504 was owed to related  parties.
HI-TEK has provided  the funding for all of Internet  LOTO's  expenses  incurred
through  June 30, 2002.  At June 30,  2002,  Internet  LOTO owed  $1,103,504  to
HI-TEK,  which  included  $385,000  for  work to be  performed  under a  service
contract.

         Our operations  used cash of $518,119 for the six months ended June 30,
2002,  and $1,467 was used for the  acquisition  of  equipment.  These uses were
offset by $521,074 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 six months ended June 30,
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

         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


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)

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

  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

<PAGE>

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

(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  June 20, the registrant filed an amended 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 this amendment.


                                   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 19, 2002               By:  /s/ THOMAS M. JOHNSON
      ------------------------          ----------------------------------------
                                        Thomas M. Johnson, President
                                        (Principal Financial and Accounting
                                        Officer)















                                       11