UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-QSB



For the quarterly period ended: June 30, 2003



Commission file number: 0-29481



RIMPAC RESOURCES LTD

(Name of small business issuer in its charter)



NEVADA
      91-1921379(State or other jurisdiction of incorporation or
      organization)
      (I.R.S. Employer Identification No.)




3665 RUFFIN ROAD, SUITE 225, SAN DIEGO, CALIFORNIA 92123

(Address of principal executive offices) (Zip Code)



Issuer's telephone number:

(866) 568-6266



Securities registered under Section 12(b) of the Exchange Act:
NONE



Securities registered under Section 12(g) of the Exchange Act:



COMMON STOCK, $0.001 PAR VALUE (Title of class)



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}





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.



PART I - FINANCIAL INFORMATION





ITEM 1. FINANCIAL STATEMENTS

|RIMPAC RESOURCES LTD
(A DEVELOPMENT STAGE COMPANY)
Balance Sheet
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|Assets                                                          
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|Current assets                                                  
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|Computers, net                                                  
|Gaming Engine                                                   
|Web site                                                        
|Total Property and Equipment                                    
|                                                                
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|Liabilities and Stockholders' Deficit                           
|                                                                
|Current Liabilities                                             
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|Long Term Liabilities                                           
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|Stockholders' Deficit                                           
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|Total Liabilities and Stockholders' Deficit                     
|                                                                



|RIMPAC RESOURCES LTD
(A DEVELOPMENT STAGE COMPANY)
Statements of Operations
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|Sales                                                                      
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|Cost of sales                                                              
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|Gross profit                                                               
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|Operating expenses                                                         
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|Loss from operations                                                       
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|Other income (expense)                                                     
|Interest expense                                                           
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|Total other income (expense)                                               
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|Net loss                                                                   
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|Weighted Average Shares                                                    
|                                                                           
|Loss Per Common Share                                                      





|RIMPAC RESOURCES LTD
(A DEVELOPMENT STAGE COMPANY)
Statements of Operations
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|Sales                                                                      
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|Cost of sales                                                              
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|Gross profit                                                               
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|Operating expenses                                                         
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|Loss from operations                                                       
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|Other income (expense)                                                     
|Income taxes                                                               
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|Total other income (expense)                                               
|                                                                           
|Net loss                                                                   
|                                                                           
|Weighted Average Shares                                                    
|                                                                           
|Loss Per Common Share                                                      





|RIMPAC RESOURCES LTD
(A DEVELOPMENT STAGE COMPANY)
Statements of Cash Flows               
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|Cash flows from operating activities:                                                     
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|Increase (decrease) in liabilities                                                        
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|Cash flows from investing activities:                                                     
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|Cash flows from financing activities:                                                     
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|Net increase (decrease) in cash                                                           
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|Cash at beginning of period                                                               
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|Cash at end of period                                                                     
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|SUPPLEMENTAL NON CASH INVESTING AND FINANCING ACTIVITIES:                                 
|The Company issued 8,587,500 share 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,     
|with a total value $225,000.                                                              
|The Company also issued stock options for services.                                       
|The value of the options were calculated using a Black-Scholes pricing model.             
|The total value of the options is $400,000.                                               
|                                                                                          
|SUPPLEMENTAL INFORMATION:                                                                 
|                                                                                          
|                                                                                          
|                                                                                          





RIMPAC
RESOURCES LTD

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

JUNE 30,  2003

(UNAUDITED)



1.     ORGANIZATION AND BUSINESS COMBINATION



On January 17, 2002,  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.



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 transaction has been accounted for as a reverse acquisition. As a result of the reverse acquisition the operating entity, Rimpac Resources Ltd has continued as the operating entity and its historical financial statements have replaced those of InternetLoto.com.



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

$2,773,537 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 six months ended June 30, 2003, management has continued to

seek additional capital investment to support its business ventures and provide

the capital considered necessary to support operations.



Accordingly, the financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amount and classification of liabilities or other adjustments that might be necessary should the Company be unable to continue as a going concern.



Unaudited Interim Financial Information

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

The accompanying interim balance sheet as of June 30, 2003 and

the statements of operations and cash flows for the three and six-month

periods ended June 30, 2003, 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.  The

results of operations for the six-month period ended June 30, 2003 are not necessarily indicative of operating results to be expected for the full year.



Fair Value of Financial Instruments

Statement of Financial Accounting Standards ("SFAS") No. 107, "Disclosures About Fair Value of Financial Instruments," requires disclosure of fair value information about financial instruments when it is practicable to estimate that value. The carrying amounts of the Company's financial instruments as of June 30, 2003 and December 31, 2002 approximate their respective fair values because of the short-term nature of these instruments. Such instruments consist of cash, accounts payable and accrued expenses. The fair value of related party payables is not determinable.



Property and Equipment

Property and equipment is stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the depreciable assets, which range from three to seven years. Management evaluates useful lives regularly in order to determine recoverability taking into consideration current technological conditions. Repairs and maintenance are charged to expense as incurred while improvements are capitalized. Upon the sale or retirement of property and equipment, the accounts are relieved of the cost and the related accumulated depreciation, with any resulting gain or loss included in the statement of operations.



Accounting for Long-Lived Assets

Long lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. In that case, if the sum of the expected future cash flows is less than the carrying amount of the asset, an impairment loss is recognized for the difference between the carrying amount of the asset and its fair value.



Income Taxes

The Company utilizes SFAS No. 109, "Accounting for Income Taxes," which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the tax basis of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.



Stock-Based Compensation

SFAS No. 123, "Accounting for Stock-Based Compensation," establishes and encourages the use of the fair value based method of accounting for stock-based compensation arrangements under which compensation cost is determined using the fair value of stock-based compensation determined as of the date of grant and is recognized over the periods in which the related services are rendered. The statement also permits companies to elect to continue using the current implicit value accounting method specified in Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees," to account for stock-based compensation.



The Company determined that it will not change to the fair value method and will continue to use the implicit value based method for stock options issued to employees.



Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, and reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates made by management are, among others, realizability of long-lived assets and deferred taxes.



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 June 30, 2003 and 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.



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 are not fully operational at this point in time the Company has not begun

depreciation. Once fully operational the Company anticipates depreciating these

assets.  Company management continually reviews its valuation of the gaming engine and website for impairment and believes the carrying value of such assets is recoverable.



4.     CAPITAL STRUCTURE



Preferred Stock

The Board of Directors has the authority to issue preferred stock and to fix and determine its series, relative rights and preferences. As of June 30, 2003 and December 31, 2002, no classes of preferred stock were authorized, issued or outstanding.



Common Stock

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

The Company has authorized 50,000,000 of $0.001 par common stock. As of June 30, 2003 and December 31, 2002, 20,000,000 shares were issued and outstanding.



5.     RELATED PARTY TRANSACTIONS



Advances From Related Parties

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

As of  June 30, 2003, the Company has unpaid stockholder advances of $398,587. Outstanding advances are non-interest bearing and are repayable upon demand.



Rimpac signed a renewed Marketing & Services Contract Agreement with Hi-Tek,
a related party through common principals, on February 1, 2003.  The essential terms of the agreement are as follows. The term of the agreement is January 1, 2003 to December 31, 2003. Hi-Tek agreed to provide a wide range of services to Rimpac including marketing services, production services, and consulting services. Under the agreement, Hi-Tek is to receive $50,000 per month for one year. However, this agreement was later modified; specifically, Rimpac lacked funds to pay for the services under the renewed Marketing & Services Contract Agreement. Thus, effective April 1, 2003, the parties agreed that Hi-Tek would scale back its services and offer solely website hosting and email services.



During the second quarter ended June 30, 2003, Hi-Tek advanced a loan in the amount of $8,300 to Rimpac. The loan is non-interest bearing and 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 option

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 June 30, 2003, 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 Agreements



Chief Executive Officer



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 expire after three years, and vest one-third per year. According to the agreement, the first third vested on the effective date of the agreement as an enticement to enter into the agreement. The fair market value for these options was estimated at the date of grant using a Black-Scholes option pricing model with the following assumptions: risk-free interest rate of 6.48%; expected life of the option of 3 years; zero dividend yield, and a volatility factor of the expected market price of Rimpac common stock of 0.25%. The fair market value of the options earned during the year ended December 31, 2002 was estimated at $400,000 and recorded to professional and consulting fees with an offset to additional paid in capital.

The options vest over a three-year period beginning February 6, 2002 and expire

three years after the options become exercisable. As of June 30, 2003, 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.



Shareholder and Consultant

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

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.
During May 2003 the Company extended the consulting agreement for an additional year on similar terms.



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 June

30, 2003, approximately $90,500 in fees is unpaid and is included in advances from related parties in the balance sheet.



The options expire after three years, and vest upon the Company generating

revenues of at least $100,000. As of June 30, 2003, no options had yet been

exercised.





6.     LITIGATION



There are no significant legal proceedings against the Company with respect to

matters arising in the ordinary course of business.





7.	SUBSEQUENT EVENTS



On September 20, 2003 the Company entered into a mutual compromise agreement and mutual release with our contract accountant whereby he agreed to accept $10,000 in cash payable immediately and $15,000  of Rimpac's common stock to be paid in January of 2004 based upon the closing price of Rimpac's common stock on the last trading day of 2003, as full payment for a liability of $27,500 owed to him.



On October 1, 2003, the Company received a loan for $50,000 and in consideration we issued a $50,000 convertible secured promissory note, which accrues interest at a rate of 10% per year. The note and interest are due
on demand. The interest rate on balances outstanding after demand changes to 12% per year. The number of shares of common stock into which the note is convertible shall be determined by dividing the aggregate principal amount together with all accrued interest to the date of conversion by the conversion price in effect at such time. The conversion price shall be equal to the lessor of (a) 10% of the average daily closing prices of Rimpac common stock for the three trading days immediately prior to the conversion and (b) 10% of the average daily closing prices of Rimpac common stock for the twenty trading days immediately after the date the note was executed. As of December 31, 2003, no amount of principal or interest has been converted to Rimpac common stock.Restatement of Prior Period

As noted in the Company's Form 10-KSB for the year ended December 31, 2002,
the Company encountered various issues related to the valuation of certain stock
option agreements. As a result, the Company recorded stock option costs during
the quarter ended December 31, 2002 rather than the quarter such options
related. The fair market value of the options granted and earned by the
Company's President during April 2002 was estimated at $400,000 and has been
reflected in the Statements of Operations for the three and six month periods
ended June 30, 2002 as shown below:

|                                            |   |                |  |            |  |   |              
|------------------------------------------- | - | -------------- |  | ---------- |  | - | -------------
|                                            |   | (As previously |  |            |  |   |              
|                                            |   | reported)      |  | Adjustment |  |   | (Restated)   
|                                            |   |                |  |            |  |   |              
|                                            |   |                |  |            |  |   |              
|                                            |   | June 30, 2002  |  |            |  |   | June 30, 2002
|                                            |   |                |  |            |  |   |              
|Total assets                                | $ | 173,239        |  |            |  | $ | 173,239      
|                                            |   |                |  |            |  |   |              
|Total liabilities                           | $ | 1,133,545      |  |            |  | $ | 1,133,545    
|                                            |   |                |  |            |  |   |              
|Shareholders' Deficit                       |   |                |  |            |  |   |              
|Common stock                                |   | 20,000         |  |            |  |   | 20,000       
|Additional paid in capital                  |   | 205,000        |  | 400,000    |  |   | 605,000      
|Accumulated deficit                         |   | (1,185,306)    |  | (400,000)  |  |   | (1,585,306)  
|Total shareholders' deficit                 |   | (960,306)      |  |            |  |   | (960,306)    
|                                            |   |                |  |            |  |   |              
|Total liabilities and shareholders' deficit | $ | 173,239        |  |            |  | $ | 173,239      
|                                            |   |                |  |            |  |   |              
|                                            |   |                |  |            |  |   |              
|                                            |   | Three months   |  |            |  |   | Three months 
|                                            |   | ended          |  |            |  |   | ended        
|                                            |   | June 30, 2002  |  |            |  |   | June 30, 2002
|                                            |   |                |  |            |  |   |              
|Research and development                    | $ | 4,150          |  |            |  | $ | 4,150        
|                                            |   |                |  |            |  |   |              
|Administrative expense                      |   | 343,455        |  | 400,000    |  |   | 743,455      
|                                            |   |                |  |            |  |   |              
|Net loss from operations                    |   | (347,605)      |  | (400,000)  |  |   | (747,605)    
|                                            |   |                |  |            |  |   |              
|Income taxes                                |   |                |  |            |  |   |              
|                                            |   |                |  |            |  |   |              
|Net loss                                    | $ | (347,605)      |  |            |  | $ | (747,605)    
|                                            |   |                |  |            |  |   |              
|Loss per share                              | $ | (0.02)         |  |            |  | $ | (0.04)       
|                                            |   |                |  |            |  |   |              
|                                            |   |                |  |            |  |   |              
|                                            |   | Six months     |  |            |  |   | Six months   
|                                            |   | ended          |  |            |  |   | ended        
|                                            |   | June 30, 2002  |  |            |  |   | June 30, 2002
|                                            |   |                |  |            |  |   |              
|Research and development                    | $ | 35,000         |  |            |  | $ | 35,000       
|                                            |   |                |  |            |  |   |              
|Administrative expense                      |   | 861,718        |  | 400,000    |  |   | 1,261,718    
|                                            |   |                |  |            |  |   |              
|Net loss from operations                    |   | (896,718)      |  | (400,000)  |  |   | (1,296,718)  
|                                            |   |                |  |            |  |   |              
|Income taxes                                |   | (800)          |  |            |  |   |              
|                                            |   |                |  |            |  |   |              
|Net loss                                    | $ | (897,518)      |  |            |  | $ | (1,296,718)  
|                                            |   |                |  |            |  |   |              
|Loss per share                              | $ | (0.05)         |  |            |  | $ | (0.08)       



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



GENERAL



The Company's operating results have fluctuated in the past and
may in the future fluctuate significantly, depending upon a variety of factors,
including the timely deployment and expansion of new network, the incurrence of
related capital costs, variability and length of the sales cycle associated with
the Company's product and service offerings, the receipt of new value-added
network services and consumer services subscriptions and the introduction of new
services by the Company and its competitors. Additional factors that may
contribute to variability of operating results include but are not limited to: the
pricing and mix of services offered by the Company; customer retention rate;
market acceptance of new and enhanced versions of the Company's services;
changes in pricing policies by the Company's competitors; the Company's ability
to obtain sufficient supplies of sole or limited-source components; user demand
for services; the ability to manage potential growth and expansion; the ability
to identify, acquire and integrate successfully suitable acquisition candidates;
and charges related to acquisitions. In response to competitive pressures, the
Company may take certain pricing or marketing actions that could have a material
adverse affect on the Company's business. Currently, the Company operates in
only one segment. Due to the foregoing factors, the Company believes the
period-to-period comparisons of its operating results are not necessarily
meaningful and that such comparisons cannot be relied upon as indicators of
future performance. In the event that the Company's operating results in any
future period fall below the expectations of securities analysts and investors,
the trading price of the Company's common stock would likely decline.



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.



REVENUE



Prior to the reverse acquisition of Internet LOTO, Rimpac
Resources was inactive, other than maintaining its status as a reporting
company. From inception, September 19, 2001 to June 30, 2003, the companies
did not generate any revenues.



OPERATING EXPENSE



Operating expense consists primarily of
consulting expense, rent and professional fees. Operating expense was $127,697 for the
three month period ended June 30, 2003 compared to $347,605 for the
comparable period, April 1, 2002 to June 30, 2002.



NET LOSS



The Company incurred a net loss of $127,697 for the three month
period ended June 30, 2003  compared to net loss of $747,605 for the period
April 1, 2002 to June 30, 2002. For the periods ended June 30, 2003 and June 30, 2002, we incurred a
loss of $0.02 and $0.08 per share, respectively. The Company's near term focus
is to become profitable by opening of revenue operations in Vietnam and Mexico.
However, the Company believes that it will still incur losses in the near term
and cannot assure that the Company will be profitable in the future.



LIQUIDITY AND CAPITAL RESOURCES



GENERAL





To date, the Company has satisfied its cash requirements
primarily through related party debt and equity financings. The Company's
principal uses of cash are to fund working capital requirements. The Company
hopes that it will generate positive cash flow from operations within the next
twelve-month period. There can be no assurances that the Company will be
successful in securing additional financing, and if secured, it will be
sufficient to satisfy working capital needs.



LONG-TERM FINANCING



The Company believes that its anticipated funds from operations
will be insufficient to fund its working capital and other requirements through
December 31, 2003. Therefore, the Company will be required to seek additional
funds either through debt or equity financing to finance its long-term
operations ("Additional Funds"). Should the Company fail to raise the additional
funds, the Company will have insufficient funds for the Company's intended
operations for the next twelve months that may have a material adverse effect on
the Company's long-term results of operations.



GOING CONCERN



The Company has incurred operating losses in
the last two years, has a working capital deficit, and a significant
stockholders' deficit. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.



CAPITAL EXPENDITURES



The Company has no capital expenditures of significance planned
for the next twelve months, other than the further development of the Gaming
engine and the expansion of operations in the existing countries currently under
development.



INFLATION



Management believes that inflation has not had a material effect
on the Company's results of operations.



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.





OFF-BALANCE SHEET ARRANGEMENTS



We have no off-balance sheet arrangements to report.

ITEM 3. EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES



(a) Evaluation of Disclosure Controls and Procedures.
Regulations under the Securities Exchange Act of 1934 require public companies
to maintain 'disclosure controls and procedures,' which are defined to mean a
company's controls and other procedures that are designed to ensure that
information required to be disclosed in the reports that it files or submits
under the Securities Exchange Act of 1934 is recorded, processed, summarized and
reported, within the time periods specified in the Commission's rules and forms.
Within 90 days prior to the filing date of this Report (the 'Evaluation Date'),
the Company's principal executive officer ('CEO') and principal financial
officer ('CFO') carried out an evaluation of the effectiveness of the Company's
disclosure controls and procedures. Based on those evaluations, as of the
Evaluation Date, the Company's CEO and CFO believe:



(i) that the Company's disclosure controls and procedures
    are designed to ensure that information required to be disclosed by the
    Company in the reports it files under the Securities Exchange Act of 1934 is
    recorded, processed, summarized and reported within the time periods
    specified in the SEC's rules and forms and that such information is
    accumulated and communicated to the Company's management, including the CEO
    and CFO, as appropriate to allow timely decisions regarding required
    disclosure; and



(ii) that the Company's disclosure controls and procedures
    are generally effective. However, the Company encountered various issues
    related to the valuation of certain stock option agreements and predecessor
    company debt obligations. As a result, the Company was not able to file its
    2002 annual report and 2003 quarterly reports within the time periods
    specified in the SEC's rules and forms. The Company has taken appropriate
    steps to resolve the problems and implement procedures in order to file its
    future reports on a timely basis.



(b) Changes in Internal Controls. There were no significant
changes in our internal controls or, to our knowledge, in other factors that
could significantly affect our internal controls subsequent to the evaluation
date referred to above.



PART II - OTHER INFORMATION



ITEM 4. LEGAL PROCEEDINGSWe are not subject to any material legal proceedings.





ITEM 5. CHANGES IN SECURITIES



We have not materially modified the instruments defining the
rights of our security holders during the reporting period.ITEM 6. DEFAULTS UPON SENIOR SECURITIES



There has been no material default upon securities during the
reporting period.



ITEM 7. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS



We did not submit any matters to a vote of security holders
during the reporting period.ITEM 8. EXHIBITS AND REPORTS ON FORM 8-K.



a. Reports on Form 8-K:



> We filed no reports on Form 8-K during the reporting period.

b. Exhibits:



|Exhibit Number | Description                                                                                                                        
|-------------- | -----------------------------------------------------------------------------------------------------------------------------------
|99.1.          | Certification of Chief Executive Officer and Chief Financial
    Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.







SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.



|/s/ Thomas Johnson
    _______________________________
    Thomas Johnson | RIMPAC RESOURCES LTD
    
    President, Secretary, Treasurer and Director | January __, 2004
|------------------------------------------------------------------------- | -------------------------------------------------------------------------- | ----------------





CERTIFICATION OF PRINCIPAL FINANCIAL AND EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002



I, Thomas M. Johnson, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Rimpac
Resources, Ltd;

2. Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by
this quarterly report;

3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this quarterly report.

4. I am responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for
the registrant and I have:

> a) evaluated such disclosure controls and procedures to ensure
>   that material information relating to the registrant is made known to us by
>   others within those entities, particularly during the period in which this
>   quarterly report is being prepared;
>   b) evaluated the effectiveness of the registrant's disclosure
>   controls and procedures as of a date within 90 days prior to the filing date
>   of this quarterly report (the 'Evaluation Date'); and
>   c) presented in this quarterly report our conclusions about the
>   effectiveness of the disclosure controls and procedures based on our
>   evaluation as of the Evaluation Date;

5. I have disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of registrant's board of directors
(or persons performing the equivalent function):

> a) all significant deficiencies in the design or operation of
>   internal controls which could adversely affect the registrant's ability to
>   record, process, summarize and report financial data and have identified for
>   the registrant's auditors any material weaknesses in internal controls; and
>   b) any fraud, whether or not material, that involves
>   management or other employees who have a significant role in the registrant's
>   internal controls; and

6. I have indicated in this quarterly report whether or not there
were significant changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.



|/s/ Thomas Johnson
    _______________________________
    Thomas Johnson | RIMPAC RESOURCES LTD
    
    President, Secretary, Treasurer and Director | January __, 2004
|------------------------------------------------------------------------- | -------------------------------------------------------------------------- | ----------------





*



* * *



Exhbit 99.1. Certification of Chief Executive Officer and Chief
Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



In connection with the quarterly report of Rimpac Resources Ltd
(the "Company") on Form 10-QSB for the period ended June 30, 2003 as filed
with the Securities and Exchange Commission on the date hereof (the "Report"),
I, Thomas M. Johnson, hereby certify, pursuant to 18 U.S.C. ss. 1350, as adopted
pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:



(1) The Report fully complies with the requirements of section
13(a) or 15(d) of the Securities Exchange Act of 1934; and



(2) The information contained in the Report fairly presents, in
all material respects, the financial condition and results of operations of the
Company.





|/s/ Thomas Johnson
    _______________________________
    Thomas Johnson | RIMPAC RESOURCES LTD
    
    President, Secretary, Treasurer and Director | January __, 2004
|------------------------------------------------------------------------- | -------------------------------------------------------------------------- | ----------------