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, 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
                                   MAY 8, 2001

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

Exhibit index on page 7                                        Page 1 of 8 pages



<PAGE>

                              Rimpac Resources Ltd
                          (A Development Stage Company)
                                  Balance Sheet
                                   (unaudited)



                                                               March 31, 2001
                                                            --------------------
                                     ASSETS

Current assets:
  Cash                                                       $            564
                                                            ====================



                     LIABILITIES AND STOCKHOLDERS' (DEFICIT)

Current liabilites:
 Accounts payable                                            $         13,545
 Related party payable                                                 15,506
                                                            --------------------
                                                                       29,051
                                                            --------------------

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                  (61,199)
                                                            --------------------
Total stockholders' (deficit)                                         (28,487)
                                                            --------------------

                                                             $            564
                                                            ====================


    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           (inception)
                                                                  ended                 ended                 through
                                                              March 31, 2001        March 31,2000          March 31, 2001
                                                            -------------------   -------------------    -------------------
<S>                                                         <C>                   <C>                    <C>

Revenue                                                      $           -         $          -           $          -

Costs and expenses:
  General and administrative                                           3,060                7,667                 56,676
  Amortization                                                           -                    -                    1,283
                                                            -------------------   -------------------    -------------------
(Loss) from operations                                                (3,060)              (7,667)               (57,959)
                                                            -------------------   -------------------    -------------------

Other income (expense):
  Foreign currency transaction gain (loss)                            (1,377)                 (54)                (1,990)
  Loss on mineral claims                                                 -                    -                   (1,250)
                                                            -------------------   -------------------    -------------------
                                                                      (1,377)                 (54)                (3,240)
                                                            -------------------   -------------------    -------------------

Net (loss)                                                   $        (4,437)      $       (7,721)        $      (61,199)
                                                            ===================   ===================    ===================


Per share information:

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

  Net (loss) per common share - basic and diluted            $         (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
                                                              Three months      Three months        (inception)
                                                                 ended              ended             Through
                                                             March 31,2001     March 31, 2000      March 31, 2001
                                                             -------------     --------------      --------------
<S>                                                          <C>               <C>                 <C>

Cash flows from operating activities:
Net (loss)                                                   $     (4,437)     $      (7,721)      $     (61,199)
Adjustments to reconcile net (loss) to net
  cash used in operating activities:
  Amortization                                                        -                  -                 1,283
  Write off of mineral claims                                         -                  -                 1,250
  Increase (decrease) in bank overdraft                                (2)
  Increase (decrease) in accounts payable                          (2,706)             2,793              13,545
  Common stock issued for assignment
     of mineral property rights                                       -                  -                 1,250
                                                             -------------     --------------      --------------
Net cash (used in) operating activities                            (7,145)            (4,928)            (43,871)
                                                             -------------     --------------      --------------

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                             7,709              3,289              15,506
  Proceeds from stock sales, net of
    issuance costs                                                    -                  -                26,462
 Proceeds from advances                                               -                  -                 5,000
                                                             -------------     --------------      --------------
Net cash provided by financing activities                           7,709              3,289              46,968
                                                             -------------     --------------      --------------

Net increase (decrease) in cash                                       564             (1,639)                564

Beginning cash                                                        -                2,203                 -

                                                             -------------     --------------      --------------
Ending cash                                                  $        564      $         564       $         564
                                                             =============     ==============      ==============



Supplemental cash flow information:
    Cash paid for:   interest                                         -                  -                  -
                                                             =============     ==============      ==============
                              income taxes                            -                  -                  -
                                                             =============     ==============      ==============

Non-cash investing and financing activities:
   Issuance of common stock as repayment of advances         $        -                $ -         $      5,000
                                                             =============     ==============      =============

  Issuance of common stock for assignment of mineral
     property rights                                         $        -                $ -         $      1,250
                                                             =============     ==============      =============
</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
                                   (Unaudited)



Note 1.  BASIS OF PRESENTATION

The accompanying  unaudited condensed financial statements have been prepared in
accordance with generally accepted  accounting  principles for interim financial
information.  They do not include all of the information and footnotes  required
by generally accepted accounting  principles 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 thereto, 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 anit-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 three months ended March 31,
2001,  we  recorded  a net loss of  $4,437,  as  compared  to a net loss for the
corresponding  period  last fiscal year of $7,721.  The  decreased  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 $1,377  for  foreign
currency translation, as compared to $59 for the 2000 period.

         For the three months ended March 31, 2001,  the statement of cash flows
reflects net cash used in operating  activities  of $7,145,  which was offset by
net cash provided by financing  activities of $7,709. 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 March 31, 2001, we had a working capital  deficit of $28,487.  Funds
required to maintain our existence have been provided through loans from related
parties.  For the three months ended March 31, 2001, we received unsecured loans
totaling  $7,709  from  related  parties.  The loans have no  specific  terms of
repayment  or  interest.  At March 31,  2001,  related  party  payables  totaled
$15,506.  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 March 31, 2001, we have incurred a net loss of
$61,199  and  at  March  31,  2001,  we had a  deficit  accumulated  during  the
development  stage of $28,487.  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>
<F1>
(1)     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: May 11, 2001                 By: /s/ Georgia Knight
                                      ------------------------------------------
                                      Georgia Knight, President
                                      (Principal Financial Officer)


                                        8