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


                                  FORM 10-QSB/A
                                 AMENDMENT NO. 1


(Mark One)
[X]            QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE
                              EXCHANGE ACT OF 1934


         For the quarterly period ended: March 31, 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)

 1765 DUCHESS AVENUE, SUITE M2, WEST VANCOUVER, BRITISH COLUMBIA V7V 1P8 CANADA
                     (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
                                 MARCH 31, 2002

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

Exhibit index on page 9                                       Page 1 of 10 pages

<PAGE>


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

<TABLE>
                                     ASSETS
<CAPTION>
                                                                 (Unaudited)
                                                                   March 31                  December 31
                                                                     2002                        2001
                                                             ----------------------     -----------------------
<S>                                                          <C>                        <C>
  CURRENT ASSETS
   Cash                                                      $                  115     $                 1,000
   ------------------------------------------------------------------------------------------------------------
      TOTAL CURRENT ASSETS                                                      115                       1,000

  FIXED ASSETS
   Computers                                                                 10,751                       9,284
   Internet software                                                        215,850                     185,000
   ------------------------------------------------------------------------------------------------------------
     TOTAL PROPERTY AND EQUIPMENT                                           226,601                     194,284

  OTHER ASSETS
   Work in progress                                                         200,000                     200,000
   ------------------------------------------------------------------------------------------------------------
     TOTAL OTHER ASSETS                                                     200,000                     200,000

   ------------------------------------------------------------------------------------------------------------
        TOTAL ASSETS                                         $              426,716     $               395,284
   ============================================================================================================

                       LIABILITIES AND STOCKHOLDERS' EQUITY
                                    (DEFICIT)

  CURRENT LIABILITIES
   Note payable-related party                                $                1,000     $                 1,000
   Accounts payable-related party                                           445,572                     445,772
   Accounts payable                                                          15,647
   Operating advances-related party                                         307,684
   Accrued liabilities                                                       13,600                      11,300
   ------------------------------------------------------------------------------------------------------------
     TOTAL CURRENT LIABILITIES                                              783,503                     458,072

  LONG TERM LIABILITIES

  STOCKHOLDERS' EQUITY (DEFICIT)
   Common stock                                                              20,000
   Additional paid in capital                                               (20,000)
   Accumulated deficit during development stage                            (356,787)                    (62,788)
   ------------------------------------------------------------------------------------------------------------
     Total stockholders' equity (deficit)                                  (356,787)                    (62,788)

   ------------------------------------------------------------------------------------------------------------
      TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY             $              426,716     $               395,284
   ============================================================================================================
</TABLE>


               SEE THE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

                                        2

<PAGE>


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

<TABLE>
<CAPTION>
                                                                                       From Inception
                                                                   First             September 19, 2001
                                                               Quarter Ended               Through
                                                               March 31, 2002          March 31, 2002
   -----------------------------------------------------------------------------------------------------
<S>                                                          <C>                    <C>
REVENUES                                                     $                      $

COSTS AND EXPENSES
   General and administrative expenses                                293,199                   355,987
   -----------------------------------------------------------------------------------------------------
      TOTAL ADMINISTRATIVE EXPENSE                                    293,199                   355,987

   -----------------------------------------------------------------------------------------------------
        NET LOSS FROM OPERATIONS                                     (293,199)                 (355,987)

OTHER INCOME (EXPENSES)

INCOME TAXES                                                              800                       800

   -----------------------------------------------------------------------------------------------------
        NET LOSS                                             $       (293,999)      $          (356,787)
   =====================================================================================================


   Weighted Average Shares                                         20,000,000                 8,435,857
   Loss per share                                                       (0.02)                    (0.05)

</TABLE>


               SEE THE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

                                        3
<PAGE>


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

<TABLE>
<CAPTION>
                                                                                                From Inception
                                                                          First Quarter       September 19, 2001
                                                                              Ended                 Through
                                                                         March 31, 2002         March 31, 2002
                                                                         --------------       ------------------
<S>                                                                      <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES
    Net Loss                                                             $     (293,999)      $        (356,787)

    Adjustments to reconcile net income to net cash
    provided by operating activities:
       Depreciation
       Stock for services
       Changes in:
       Accrued liabilities                                                        2,300                  13,600
       Accounts payable-related party                                              (200)                445,572
       Accounts payable                                                          15,647                  15,647
----------------------------------------------------------------------------------------------------------------
Net Cash Provided (Used) in Operating Activities                               (276,252)                118,032

CASH FLOWS FROM INVESTING ACTIVITIES
       Acquisition of equipment                                                  (1,467)                (10,751)
       Internet software                                                        (30,850)               (215,850)
       Work in progress                                                                                (200,000)

----------------------------------------------------------------------------------------------------------------
Net Cash (Used) by Investing Activities                                         (32,317)               (426,601)

CASH FLOWS FROM FINANCING ACTIVITIES
       Capital as result of merger
       Notes payable                                                                                      1,000
       Operating advances related parties                                       307,684                 307,684

----------------------------------------------------------------------------------------------------------------
Net Cash Provided by Financing Activities                                       307,684                 308,684

       NET INCREASE IN CASH                                                        (885)                    115

    Cash, beginning of the year                                                   1,000                       0

----------------------------------------------------------------------------------------------------------------
    Cash, March 31                                                       $          115       $             115
================================================================================================================

SUPPLEMENTAL NON CASH INVESTING AND FINANCING ACTIVITIES:


SUPPLEMENTAL INFORMATION:
       Interest paid                                                                        $                 0
       Taxes paid                                                                           $                 0
</TABLE>



               SEE THE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

                                        4


<PAGE>


                              RIMPAC RESOURCES LTD.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)

1.       BASIS OF PREPARATION


The unaudited consolidated financial statements of Rimpac Resources Ltd. (the
"Company") include the financial statements of its wholly owned subsidiary
Internet LOTO, Inc. The consolidated financial statements presented herein have
been prepared in accordance with the instructions to Form 10-QSB and do not
include all of the information and note disclosures required by generally
accepted accounting principles. However, management has included all adjustments
necessary in order to make the financial statements not misleading, in the
opinion of management. These statements should be read in conjunction with the
financial statements and notes thereto included in our last audited financial
statements. These audited statements are contained in our Form 10-KSB for the
year ended December 31, 2001.



2.       BUSINESS COMBINATION

On January 17, 2002, the Company entered into a share exchange agreement to
acquire Internet LOTO, Inc. The Company closed its acquisition of Internet LOTO,
Inc. pursuant to the terms of the share exchange agreement on February 1, 2002.
Accordingly, as of February 1, 2002, Internet LOTO, Inc. became a wholly owned
subsidiary of the Company.

The Company issued 11,450,000 shares of its common stock to the shareholders of
Internet LOTO, Inc. and, following the acquisition, there were 20,000,000 shares
of common stock of the Company issued and outstanding. The presentation of
issued and outstanding shares of common stock previously presented 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.


3.       CASH AND CASH EQUIVALENTS

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

4.       FIXED ASSETS

The Company has paid $215,850 for the development of an initial web site through
a related party. Since the web site is not fully operational at this point in
time the Company has not begun depreciation of the web site. Once fully
operational the Company anticipates depreciating the site over a five-year
period.


WORK IN PROGRESS - As part of the overall service contract with Hi-Tek.com, Inc.
the service contract allocates $200,000 towards a trademark and other marketing
associated costs. These services have not been provided as of March 31, 2002.
Therefore, this amount has been recorded as prepayments. Since the timing of
these services, including receipt of a trademark, is unknown, the prepayments
are recorded as a long-term asset.



                                       5
<PAGE>


                              RIMPAC RESOURCES LTD.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)

5.       COMMON STOCK

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


6.       RELATED PARTY TRANSACTIONS

Owen Bethel, a director of the Company, controls Amoeba Corporation which
received 8,587,500 shares of the Company's stock as part of the reverse
acquisition with Internet Loto, Inc.














                                       6

<PAGE>


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

OVERVIEW

         Effective February 1, 2002, an arrangement was completed between Rimpac
Resources and Internet LOTO, whereby the shareholders of Internet LOTO exchanged
all  of their  common shares  for 11,450,000 shares  of Rimpac Resources  common
stock.

         Following the acquisition the former shareholders of Internet LOTO held
a majority of Rimpac's total issued and outstanding common shares; Internet LOTO
was  thereby deemed to  be the  acquiror.  Accordingly, the transaction has been
accounted for as a reverse takeover using the purchase method whereby the assets
and liabilities  of Rimpac  Resources have  been recorded  at their  fair market
values and operating results have been included in the financial statements from
the  effective date  of purchase.  The fair value  of the net assets acquired is
equal to their book values.

         References  to  the  "Company,"  "us,"  "our,"  and  "we"  means Rimpac
Resources and its wholly-owned subsidiary, Internet LOTO.

RESULTS OF OPERATIONS

         Since Internet LOTO was incorporated on September 19, 2001, there is no
comparable period information presented.


         We  incurred  a net  loss of $293,999  for the quarter  ended March 31,
2002, and a  net loss of $356,787  for the  period from  inception  to March 31,
2002.  We have not yet generated  any revenues as  are still considered to be in
the development stage.  We expect to continue  to incur operating losses over at
least the next  nine months as we  continue to develop our business plan through
the activities of our  wholly owned subsidiary, Internet LOTO, Inc. We have been
financing  our cash flow  needs through the  sale of a convertible debenture and
related party  loans, and no  assurance can  be given  that  we  will be able to
continue.  In order to achieve revenues and profitability, we will have to raise
the capital required  by the business plan of operation, and no assurance can be
given that we will be able  to accomplish  this goal  or, even if we do, that we
will operate profitably in the future.


         Our results of operations for the three months ended March 31, 2002 and
for  the period  from  inception  through March 31, 2002,  are reflective  of an
operation  in  its  development  stage.  Management  has  focused our  available
resources on  the development of the web site and the lottery gaming engine that
supports the Internet  LOTO business plan.  Phase I  of the development has been
successfully started, with the launch of the  website (www.InternetLOTO.com) and
the completion of  the initial module of  the lottery engine, but the completion
will  depend  on  the  availability  of  investment  capital.   Upon  successful
completion of the marketing and licensing portion of Phase I, Internet LOTO will
be  capable of commencing  operations and the generation of revenue.  Management
has financed the growth of Internet LOTO to date  through loans  from management
and  the  debt from  its  major  vendor  and affiliate,  HI-TEK Multimedia, Inc.
Internet LOTO retained  HI-TEK to  design, program,  produce  and implement  the
following:


                                       7
<PAGE>

         A.       Design corporate and promotional web sites
         B.       Design  and produce the initial module of the Internet Lottery
                  play engine
         C.       Research,  analyze  and  develop the  preliminary  offline and
                  online marketing  plan, includes  designing and  producing all
                  supporting  marketing and promotional materials (CD-ROM, media
                  kit, web slide presentation and corporate literature).
         D.       Consult  with the  management of  the company  on an as needed
                  basis.

         Management  proposes  to  launch  our  Internet  lottery web  portal in
strategic phases. Phase I will begin with ticket sales  for European  lotteries,
Phase II in Asia, and  Phase III in  Latin America.  Phase IV may be launched in
North America  if regulations permit.  The launching dates will be determined by
economic  conditions,  licensing  opportunities,  and  other  factors  such   as
technology and security acceptance.

LIQUIDITY AND CAPITAL RESOURCES


         At March 31, 2002, we  had a working capital deficiency of $783,388, as
compared to a  deficiency of  $457,072 at  December 31, 2001. Of the $783,503 in
current  liabilities  at  March 31, 2002,  $754,256 was owed to related parties.
HI-TEK  has provided the funding  for all of  Internet LOTO's  expenses incurred
through  March 31, 2002.  At  March 31, 2002,  Internet LOTO  owed  $445,572  to
HI-TEK, which  included  $385,000  for  work  to  be  performed  under a service
contract.



         Our  operations used  cash of $276,252 for  the quarter ended March 31,
2002,  and  $32,317 was  used  for  the  acquisition  of Internet  software  and
equipment. These uses were offset by $307,684 provided by related parties.


PLAN OF OPERATION

         We have a development strategy for the implementation of Phase I of the
plan, but it will require  $2,000,000 to complete.  To accomplish  this goal, we
are  currently  offering  convertible  debentures  in reliance  upon the private
placement exemption contained in Rule 506 under the Securities Act of 1933.

         The debentures  will accrue  interest at the rate of 10% per annum.  We
will pay the principal and any accrued interest due to the registered holders of
the  debentures  upon  maturity,  which is one year  from the date of  issuance.
Holders of the debentures are entitled,  at any time after the date of issuance,
by written  notice to us, to elect to convert their  debentures  into our common
stock at a conversion price equal to one share of common stock for each $1.50 of
the principal amount of their debenture  converted.  Any unpaid interest,  which
has  been  accrued  or is  accruing  from the  date of  issuance  to the date of
conversion will be waived and forgiven by the holder.

         We have  historically  financed our operations  through working capital
provided by related  party loans and the  private  placement  of equity and debt
securities.  Our ability to continue our  operations  is currently  dependent on
financing  from external  sources.  There can be no assurances


                                       8
<PAGE>


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.

         Our accompanying  financial statements have been presented on the basis
that we are a going concern,  which  contemplates  the realization of assets and
the  satisfaction  of liabilities in the normal course of business.  As noted in
our reviewed  consolidated  financial statements for the quarter ended March 31,
2002, we have incurred significant net losses. This factor, among others, raises
substantial doubt as to our ability to obtain long-term debt or equity financing
and achieve profitable operations. Our ability to continue as a going concern is
dependent  upon our ability to  generate  positive  cash flows from  operations.
These  financial  statements  do not  include  any  adjustments  related  to the
recoverability  and  classification of recorded asset amounts or the amounts and
classification  of  liabilities  that might be necessary  should we be unable to
continue  in  existence.  In the interim  period,  management  is still  seeking
additional  investment  capital to support our business ventures and provide the
capital considered necessary to support operations

FORWARD LOOKING STATEMENTS

         Under the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995 (the "PSLRA"),  we caution readers  regarding forward looking
statements  found in this report and in any other  statement  made by, or on our
behalf,  whether  or not in future  filings  with the  Securities  and  Exchange
Commission.  Forward-looking  statements  are statements not based on historical
information and which relate to future operations, strategies, financial results
or other  developments.  Forward looking  statements are necessarily  based upon
estimates and assumptions that are inherently  subject to significant  business,
economic and  competitive  uncertainties  and  contingencies,  many of which are
beyond our control and many of which, with respect to future business decisions,
are subject to change.  These  uncertainties and contingencies can affect actual
results and could cause actual results to differ materially from those expressed
in any  forward-looking  statements  made by or on our behalf.  We disclaim  any
obligation to update forward-looking statements.  Readers should also understand
that under Section  27A(b)(2)(D) of the Securities Act, and Section 21E(b)(2)(D)
of the Securities Exchange Act, the "safe harbor" provisions of the PSLRA do not
apply to statements made in connection with an initial public offering.



                                       9

<PAGE>


                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         Not Applicable.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

         During  the  quarter  ended  March  31,  2002,  the  registrant  issued
         11,450,000 shares of its common stock in exchange for all of the issued
         and  outstanding  shares of Internet LOTO, Inc. to that company's three
         shareholders.  The issued were issued in  reliance  upon the  exemption
         from  registration  contained in Section 4(2) of the  Securities Act of
         1933, as the shareholders were deemed to be sophisticated  with respect
         to an investment in the registrant's stock. No underwriters were used.

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
<PAGE>

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

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

(1)      Incorporated by reference to the exhibits to the  registrant's  current
         report on Form 8-K dated February 1, 2002, file number 0-29481.

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

(3)      Incorporated by reference  to the  exhibits to the  registrant's annual
         report on Form 10-KSB for the fiscal year ended December 31, 2001, file
         number 0-29481.

         B)  REPORTS ON FORM 8-K:

         On February 6, 2002, the registrant filed a 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 an  amendment  to the Form 8-K on
         April 16, 2002.


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







                                       11