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

                                   FORM 10-QSB

(Mark One)

[X]      QUARTERLY REPORT PURSUANT SECTION 13 OR 15(D) OF THE
                   SECURITIES EXCHANGE ACT OF 1934

     For the quarterly period ended: March 31, 2000

[ ]      TRANSITION REPORT PURSUANT SECTION 13 OF 15(D) OF THE
                   SECURITIES EXCHANGE ACT OF 1934

     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.)

        11930 MENAUL BOULEVARD N.E., # 107, ALBUQUERQUE, NEW MEXICO 87112
                    (Address of principal executive offices)

                                 (505) 289-8235
                           (Issuer's telephone number)

                                 NOT APPLICABLE
      (Former name, former address and former fiscal year, if changed since
                                  last report)

     Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes    No  X
                                                                      ---    ---

     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, $.001 PAR VALUE, AS OF
                                  MAY 23, 2000

 Transitional Small Business Disclosure Format (check one);  Yes       No   X
                                                                 ----     ----
Exhibit index on page 7                                     Page 1 of 10  pages




<PAGE>

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


                                                               March 31,
                                                                 2000
                                                             ------------
                              ASSETS

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




                   LIABILITIES AND STOCKHOLDERS'
                             (DEFICIT)

          Current liabilites:
            Accounts payable                                 $      4,805
            Related party payable                                   3,289
                                                             ------------
                                                                    8,094

          Stockholders' (deficit) :
            Preferred stock, $0.01 par value,
              1,000,000 undesignated shares
          authorized                                                 0.00
            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                                       (40,242)
                                                             ------------
          Total stockholders' (deficit)                            (7,530)
                                                             ------------

                                                             $        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, 1988
                                                  Three months        Three months       (inception)
                                                    ended                ended             Through
                                                 March 31, 1999      March 31, 2000     March 31, 2000
                                                --------------       ---------------   ----------------
<S>                                             <C>                  <C>               <C>

Revenue                                         $            0       $             0   $          0.00

Costs and expenses:
  General and administrative                             2,281                 7,667            36,987
  Amortization                                              64                     0             1,283
                                                --------------       ---------------   ---------------

(Loss) from operations                                  (2,345)               (7,667)          (38,270)
                                                --------------       ---------------   ---------------

Other income (expense):
  Foreign currency transaction gain (loss)                  60                   (54)             (722)
  Loss on mineral claims                                     0                     0            (1,250)
                                                --------------       ---------------   ---------------
                                                            60                   (54)           (1,972)
                                                --------------       ---------------   ---------------

Net (loss)                                      $       (2,285)      $        (7,721)  $       (40,242)
                                                ==============       ===============   ===============


Per share information:

  Weighted average number
  of common shares outstanding - basic
and diluted                                          8,550,000             8,550,000         7,055,804
                                                ==============       ===============   ===============

  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, 1988
                                                            Three months        Three months       (inception)
                                                               ended                ended             Through
                                                           March 31, 1999      March 31, 2000     March 31, 2000
                                                           --------------      ---------------   ----------------
<S>                                                        <C>                 <C>               <C>

Cash flows from operating activities:
Net (loss)                                                 $      (2,285)      $       (7,721)    $      (40,242)
Adjustments to reconcile net (loss) to net
  cash used in operating activities:
  Amortization                                                        64                    0              1,283
  Write off of mineral claims                                          0                    0              1,250
  Increase (decrease) in accounts payable                           (337)               2,793              4,805
  Common stock issued for assignment
     of mineral property rights                                        0                    0              1,250
                                                           --------------      ---------------    ---------------
Net cash (used in) operating activities                           (2,558)              (4,928)           (31,654)
                                                           --------------      ---------------    ---------------

Cash flows from investing activities:
  Investment in mineral claims                                         0                    0             (1,250)
  Organization costs                                                   0                    0             (1,283)
                                                           --------------      ---------------    ---------------
Net cash (used in) investing activities                                0                    0             (2,533)
                                                           --------------      ---------------    ---------------

Cash flows from financing activities:
  Proceeds from loan from related party                                0                3,289              3,289
  Proceeds from stock sales, net of
    issuance costs                                                     0                    0             26,462
 Proceeds from advances                                                0                    0              5,000
                                                           --------------      ---------------    ---------------
Net cash provided by financing activities                              0                3,289             34,751
                                                           --------------      ---------------    ---------------

Net increase (decrease) in cash                                   (2,558)              (1,639)               564

Beginning cash                                                    13,126                2,203                  0
                                                           --------------      ---------------    ---------------
Ending cash                                                $      10,568       $          564     $          564
                                                           ==============      ===============    ===============


Supplemental cash flow information:
  Cash paid for:   interest                                            0                    0                  0
                   income taxes                                        0                    0                  0

Non-cash investing and financing activities:
  Issuance of common stock as repayment of advances        $           0       $            0     $        5,000

  Issuance of common stock for assignment of
   mineral property rights                                 $           0       $            0     $        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 therto, included in the Company's registration statement on
Form 10-SB, file number 0-29481.

Note 2.  RELATED PARTY TRANSACTION

During the three months ended,  March 31, 2000, the Company received small loans
totaling  $3,289  from a related  party.  The loans  have no  specific  terms of
repayment or interest.


                                       5


<PAGE>



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

         Since incorporation on January 26, 1998, the Company has been a natural
resource company engaged in the acquisition of mineral properties, with its sole
focus in the state of Arizona. The Company acquired a mineral exploration permit
issued by the State of Arizona and  intended to explore for gold  mineralization
within the  Goldstone  Prospect  permit  area.  The Company was unable to secure
financing for the intended exploration and the world market price of gold was on
the decline.  As a result,  the Company  abandoned its operations and the permit
was not renewed. The Company is now a "shell" company whose sole purpose at this
time is to locate and consummate a merger or other business  combination  with a
private entity.

         The Company has not generated  any revenue.  For the three months ended
March 31, 2000, the Company  recorded a net loss of $7,721.  In comparison,  the
Company's  net loss for the  corresponding  period of the last  fiscal  year was
$2,285. This factor, among others, raises substantial and compelling doubt about
the Company's ability to continue as a going concern.

         The  statement  of cash  flows  reflects  net  cash  used in  operating
activities of $4,928 for the three months ended March 31, 2000.  This was offset
by  $3,289 of net cash  provided  by  financing  activities.  Since the  Company
currently has no significant  source of revenue,  the Company's  working capital
will be depleted by operating expenses.

         At March 31, 2000, the Company had a working capital deficit of $7,530.
Funds required to maintain the Company's existence have been provided by related
parties. Management anticipates 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,  management  anticipates  that
additional  financing may be obtained  through long- or short-term loans against
the Company's  equity, or through a joint venture or strategic  alliance.  There
can be no assurance that the Company will be able to obtain additional  funding,
or obtain additional funding with terms favorable to the Company. The failure to
obtain additional financing could result in delay or indefinite  postponement of
the Company's activities, and a complete loss of its investment.

         The Company's  ability to continue as a going concern is dependent upon
its ability to generate sufficient cash flow to meet its 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 the Company 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)                                                            N/A

          3.2           Bylaws (1)                                                                               N/A

         10.1           Assignment of Lease and Purchase Option between the Company and                          N/A
                        Leroy Halterman dated March 22, 1998 (1)

         10.2           State Land Department, State of Arizona, Mineral Exploration Permit No.                  N/A
                        08-103044, dated September 17, 1997 (1)

         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)

          11            Statement Regarding Computation of Per Share Earnings                               See Financial
                                                                                                             Statements

          27            Financial Data Schedule                                                                  10

----------------------------
</TABLE>

(1)   Incorporated  by reference  to the  exhibits  filed with  the Registration
      Statement on Form 10-SB, File No. 0-29481.

                                        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 25, 2000                  By:      /s/Leroy Halterman
                                        ----------------------------------------
                                        Leroy Halterman, President



                                        8

<PAGE>



                                   Exhibit 27

                             Financial Data Schedule













                                        9