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: September 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
                                  SEPTEMBER 30, 2002

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

Exhibit index on page 10                                      Page 1 of 12 pages


<PAGE>


<TABLE>
<CAPTION>


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

                                     ASSETS

                                            (Unaudited)
                                           September 30         December 31
                                                2002                2001
                                           -------------      -------------
<S>                                        <C>                 <C>
CURRENT ASSETS
   Cash                                    $        300        $      1,000
---------------------------------------------------------------------------
      TOTAL CURRENT ASSETS                          300               1,000

FIXED ASSETS
   Computers                                     10,751               9,284
   Gaming                                       125,000             125,000
   Web site                                      35,000              35,000
---------------------------------------------------------------------------
      TOTAL PROPERTY AND EQUIPMENT              170,751             169,284
---------------------------------------------------------------------------
         TOTAL ASSETS                      $    171,051        $    170,284
===========================================================================

                 LIABILITIES AND STOCKHOLDERS'DEFICIT

CURRENT LIABILITIES
   Cash overdraft                       $         3,031
   Advances from related parties                269,387       $      1,000
   Accounts payable-related party             1,149,371            445,772
   Accounts payable                              17,600
   Accrued liabilities                           63,805             11,300
--------------------------------------------------------------------------
      TOTAL CURRENT LIABILITIES               1,503,194            458,072

LONG TERM LIABILITIES

STOCKHOLDERS'DEFICIT
   Common stock                                 20,000
   Additional paid in capital                  205,000
   Accumulated deficit during
   development stage                        (1,557,143)          (287,788)
--------------------------------------------------------------------------

      Total stockholders'deficit            (1,332,143)          (287,788)

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

         TOTAL LIABILITIES AND
         STOCKHOLDERS' DEFICIT             $   171,051        $    170,284
==========================================================================

          See accompanying notes to consolidated interim financial statements

</TABLE>


<PAGE>


<TABLE>
<CAPTION>

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

                                                                               From Inception
                                       Nine Months            Six Months     September 19, 2001
                                    Ended September 30      Ended June 30         Through
                                          2002                   2002       September 30, 2002
==============================================================================================
<S>                                  <C>                    <C>              <C>
REVENUES

RESEARCH AND DEVELOPMENT                    35,000                 35,000               55,000

ADMINISTRATIVE AND SELLING EXPENSES
   Consulting                            1,041,865                741,865            1,083,865
   General and administrative expenses     114,840                 74,053              132,271
   Office occupancy                         13,324                 10,089               15,755
   Marketing                                                                           205,400
   Travel and entertainment                 63,526                 35,711               63,252
----------------------------------------------------------------------------------------------
      TOTAL ADMINISTRATIVE EXPENSE       1,233,555                861,718            1,500,543
----------------------------------------------------------------------------------------------
         NET LOSS FROM OPERATIONS       (1,268,555)              (896,718)         (1,555,543)

OTHER INCOME (EXPENSES)

INCOME TAXES                                   800                    800                1,600
----------------------------------------------------------------------------------------------
      NET LOSS                       $  (1,269,355)         $    (897,518)  $      (1,557,143)
==============================================================================================


   Weighted Average Shares              16,047,397           13,224,110             16,047,397
   Loss per share                     $      (0.10)       $       (0.07)        $        (0.12)

          See accompanying notes to consolidated interim financial statements

</TABLE>


<PAGE>


<TABLE>
<CAPTION>


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


                                                                                From Inception
                                                      Nine Months            September 19, 2001
                                                        Ended                       Through
                                                  September 30, 2002         September 30, 2002
                                                  ==================         ==================
<S>                                               <C>                        <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net Loss                                         $   (1,269,355)          $      (1,557,143)

   Adjustments to reconcile net loss to net cash
   used in operating activities:
      Stock for services                                   225,000                      225,000
      Changes in:
        Cash overdraft                                       3,031                        3,031
        Accrued liabilities                                 52,505                       63,805
        Accounts payable-related party                     703,599                    1,149,371
        Accounts payable                                    17,600                       17,600
-----------------------------------------------------------------------------------------------
Net Cash Used in Operating Activities                     (267,620)                    (98,336)
-----------------------------------------------------------------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES
      Acquisition of computers                             (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
      Advances from related parties                       268,387                       269,387
-----------------------------------------------------------------------------------------------
Net Cash Provided by Financing Activities                 268,387                       269,387
-----------------------------------------------------------------------------------------------
      NET (DECREASE) INCREASE IN CASH                        (700)                          300

   Cash, beginning of period                                1,000                             0
-----------------------------------------------------------------------------------------------
   Cash, end of period                             $          300             $             300
===============================================================================================


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             $              0
     Taxes paid                                     $           0             $              0

               See accompanying notes to consolidated interim financial statements

</TABLE>


<PAGE>

                              RIMPAC RESOURCES LTD.
                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

1.     ORGANIZATION AND BUSINESS COMBINATION

On January 17, 2002, the Rimpac Resources Ltd. ("Rimpac") 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 Rimpac.

Rimpac 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.

Internet Loto, Inc. is developing and marketing InternetLOTO.com, the first
global internet lottery web portal, where worldwide players may purchase
e-tickets for various state and governmental sanctioned lotteries.

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation
-----------------------

Rimpac has experienced recurring losses, has an accumulated deficit of
$1,557,143 and has not yet commenced operations. These factors, among others,
raise substantial doubt as to its ability to obtain long-term debt or equity
financing to continue its online and offline marketing programs, complete the
web portal and, thereby, commence operations and the generation of revenues.

During the nine months ended September 30, 2002, management has continued to
seek additional capital investment to support its business ventures and provide
the capital considered necessary to support operations.

Accordingly, the consolidated financial statements do not include any
adjustments related to the recoverability and classification of recorded asset
amounts or the amounts and classification of liabilities or other adjustments
that might be necessary should we be unable to continue in existence.

Unaudited Interim Financial Information
------------------------------------------

The accompanying interim consolidated balance sheet as of September 30, 2002 and
the consolidated statements of operations and cash flows for the nine-month
period ended September 30, 2002, together with the related notes are unaudited
and, in the opinion of management, include all normal recurring adjustments that
the Company considers necessary. Certain information and note disclosures
normally included in the financial statements prepared in accordance with
accounting principles generally accepted in the United States of America have
been omitted. A more complete description of accounting policies and disclosures
is included in the Company's annual report on Form 10-KSB.

Principles of Consolidation
-----------------------------

The accompanying consolidated financial statements include the accounts of
Rimpac and its wholly owned subsidiary, Internet Loto, Inc. (collectively, the
"Company").

Income (Loss) Per Common Share
----------------------------------

Basic net income (loss) per common share is computed by dividing net income
(loss) by the weighted average number of outstanding common shares during the
periods presented. At September 30, 2002, basic income (loss) per share and
diluted income (loss) per share are the same amount because the impact of
additional common shares that might have been issued under the Company's stock
option agreements would be anti-dilutive.


<PAGE>


                              RIMPAC RESOURCES LTD.
                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

3.     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 begun
depreciation. Once fully operational the Company anticipates depreciating these
assets.

4.     CAPITAL STRUCTURE

Common Stock
-------------

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

5.     RELATED PARTY TRANSACTIONS

Advances From Related Parties
--------------------------------

As of September 30, 2002, the Company has unpaid stockholder advances of
approximately $269,000. Outstanding advances are non-interest bearing and are
repayable upon demand.

Reverse Acquisition
--------------------

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.

Additionally, during March 2002, the Company entered into a stock options
agreement with Mr. Bethel to purchase 200,000 shares of the Company's common
stock at $1.00 per share.

The options vest over a three-year period, beginning March 27, 2002 and expire
three years after option becomes exercisable. As of September 30, 2002, no
options had yet been exercised.

Additionally, the Company may offer to Mr. Bethel an additional 200,000 shares
at $5.00 per share, vested over three years, effective March 27, 2005 to
March 26, 2008.

Consulting and Stock Option Agreement
-----------------------------------------

During April 2002, the Company entered into a consulting and stock option
agreement with the Company's Chief Executive Officer ("CEO"). As consideration
for services to be rendered, the CEO receives a monthly fee of $15,000 and a
stock option agreement to purchase 1,500,000 shares of the Company's common
stock at $0.50 per share.

The options vest over a three-year period beginning February 6, 2002 and expire
three years after option becomes exercisable. As of September 30, 2002, no
options had yet been exercised.

Additionally, the Company may offer to the CEO an additional 2,000,000, shares
at $5.00 per share, vested over three years, effective February 6, 2005 to
February 6, 2008.

Consulting and Stock Option Agreement
-----------------------------------------

During May 2002, the Company entered into one-year agreement with a shareholder
to provide consulting services to the Company. As consideration for services to
be rendered, the consultant receives a monthly fee of $7,000 and a stock option
agreement to purchase 100,000 shares of the Company's common stock at $0.85 per
share.

Additionally, should cash flow not allow for payment of services, the consultant
has the option to accept the Company's common stock as payment valuing the
shares at the then current market value of the date of issuance. As of September
30, 2002, approximately $33,000 in fees is unpaid and is included in accrued
liabilities in the consolidated balance sheet.

The options expire after three years, and vest upon the Company generating
revenues of at least $100,000. As of September 30, 2002, no options had yet been
exercised.


<PAGE>


                              RIMPAC RESOURCES LTD.
                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

6.     LITIGATION

There are no significant legal proceedings against the Company with respect to
matters arising in the ordinary course of business.

<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 $371,837, $897,518 and $1,246,985 for the
three, six and nine months ended September 30, 2002, and a net loss of
$1,557,143 for the period from inception to September 30, 2002. We have not yet
generated any revenues and 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 Internet Loto, Inc. We have been financing our cash flow needs
through 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, six and nine months ended
September 30, 2002 and for the period from inception through September 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. ("HI-TEK) Internet Loto retained HI-TEK to
design, program, produce and implement the following:

         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, including 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 in Vietnam and Mexico, Phase II in
Europe, 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. The offices and web sites have been
completed in both Vietnam and Mexico, including the implementation of the web
sites in their respective languages. Management has also been successful in
developing relationships with Internet Cafes in Vietnam to support the launching
of the site. To complete the initial launch management needs to raise the
additional capital necessary to provide the marketing and advertising essential
for profitable operation.


<PAGE>


LIQUIDITY AND CAPITAL RESOURCES

         At September 30, 2002, we had a working capital deficiency of
$1,502,894, as compared to a deficiency of $457,072 at December 31, 2001. Of the
$1,503,194 in current liabilities at September 30, 2002, $1,418,758 was owed to
related parties. HI-TEK has substantially provided the funding for all of
Internet Loto's expenses incurred through September 30, 2002. At September 30,
2002, Internet Loto owed $1,149,371 to HI-TEK.

         Our operations used cash of $267,620 for the nine months ended
September 30, 2002, and $1,467 was used for the acquisition of a computer. These
uses were offset by $268,387 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. 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 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.


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.


<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


<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  current
         report on Form 8-K dated August 21, 2002  file number 0-29481.

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

(4)      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 August 12, 2002 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.

         On August 21, 2002 the registrant filed a Form 8-K disclosing,
         under Items 4, changes in the registrant's certifying accountant.
         The registrant disclosed the resignation of Siegel Smith, LLP as
         independent auditors as of August 20, 2002.


<PAGE>


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


<PAGE>