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

                                   FORM 10-QSB
(Mark One)
[X]              QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE
                              EXCHANGE ACT OF 1934

         For the quarterly period ended: September 30, 2001

[ ]              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.)

 1765 DUCHESS AVENUE, SUITE M2, WEST VANCOUVER, BRITISH COLUMBIA V7V 1P8 CANADA
                    (Address of principal executive offices)

                                 (604) 689-4919
                           (Issuer's telephone number)

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

         State the number of shares outstanding of each of the issuer's classes
of common equity, as of the last practicable date:

            8,550,000 SHARES OF COMMON STOCK, $0.001 PAR VALUE, AS OF
                                NOVEMBER 14, 2001

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

Exhibit index on page 7                                        Page 1 of 8 pages


<PAGE>


                              RIMPAC RESOURCES LTD.
                          (A DEVELOPMENT STAGE COMPANY)
                                  BALANCE SHEET
                               SEPTEMBER 30, 2001
                                   (UNAUDITED)



                                     ASSETS

Current assets:
  Cash                                                          $            8
                                                                ===============




                     LIABILITIES AND STOCKHOLDERS' (DEFICIT)

Current liabilites:
 Accounts payable                                               $       18,745
 Related party payable                                                  19,155
                                                                ---------------
     Total current liabilities                                          37,900
                                                                ---------------

Stockholders' (deficit):
  Preferred stock, $0.01 par value,
     1,000,000 undesignated shares authorized                                -

  Common stock, $0.001 par value,
     50,000,000 shares authorized,
     8,550,000 shares issued and outstanding                             8,550

  Additional paid in capital                                            24,162

  (Deficit) accumulated during the development stage                   (70,604)
                                                                ---------------

                                                                       (37,892)
                                                                ---------------

                                                                $            8
                                                                ===============


                       See Notes to Financial Statements


                                       2
<PAGE>

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


<TABLE>
<CAPTION>
                                                                                                                   January 26,
                                                                                                                          1998
                                         Three Months     Three Months       Nine months         Nine months       (inception)
                                                ended            ended             ended               ended           through
                                        September 30,    September 30,     September 30,        September 30,    September 30,
                                                 2001             2000              2001                 2000             2001
                                       ---------------   --------------    --------------       --------------   ---------------
<S>                                    <C>               <C>               <C>                  <C>              <C>

Revenue                                $          -      $          -      $          -         $          -     $          -
                                       ---------------   --------------    --------------      ---------------   ---------------

Costs and expenses:
  General and administrative                   3,030             3,666            13,708               18,695           67,324
  Amortization                                    -                 -                 -                    -             1,283
                                       ---------------   --------------    --------------      ---------------   ---------------

(Loss) from operations                        (3,030)           (3,666)          (13,708)             (18,695)         (68,607)
                                       ---------------   --------------    --------------      ---------------   ---------------

Other income (expense):
  Foreign currency transaction gain
(loss)                                            -                109              (134)                  55             (747)
  Loss on mineral claims                          -                 -                 -                    -            (1,250)
                                       ---------------   --------------    --------------      ---------------   ---------------

                                                  -                109              (134)                  55           (1,997)
                                       ---------------   --------------    --------------      ---------------   ---------------
Net (loss)                             $      (3,030)    $      (3,557)    $     (13,842)      $      (18,640)   $     (70,604)
                                       ===============   ==============    ==============      ===============   ===============


Per share information:

  Weighted average number
  of common shares outstanding -
basic and diluted                          8,550,000         8,550,000         8,550,000            8,550,000        7,611,370
                                       ===============   ==============    ==============      ===============   ===============

  Net (loss) per common share -
basic and diluted                      $       (0.00)    $       (0.00)    $       (0.00)      $        (0.00)   $       (0.01)
                                       ===============   ==============    ==============      ===============   ===============

</TABLE>


                       See Notes to Financial Statements


                                       3

<PAGE>


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

<TABLE>
<CAPTION>
                                                                                                             January 26, 1998
                                                                    Nine months            Nine months            (inception)
                                                                          ended                  ended                Through
                                                                  September 30,          September 30,          September 30,
                                                                           2001                   2000                   2001
                                                           --------------------   --------------------   --------------------
<S>                                                        <C>                    <C>                    <C>
Cash flows from operating activities:
Net cash (used in) operating activities                    $          (11,350)    $           (9,695)    $          (48,076)
                                                           --------------------   --------------------   --------------------

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

Cash flows from financing activities:
  Proceeds from loan from related party                                11,358                  7,587                 24,155
  Proceeds from stock sales, net of
    issuance costs                                                         -                      -                  26,462
                                                           --------------------   --------------------   --------------------
Net cash provided by financing activities                              11,358                  7,587                 50,617
                                                           --------------------   --------------------   --------------------

Net increase (decrease) in cash                                             8                 (2,108)                     8

Beginning cash                                                             -                   2,203                     -
                                                           --------------------   --------------------   --------------------
Ending cash                                                $                8     $               95     $                8
                                                           ====================   ====================   ====================

</TABLE>

                       See Notes to Financial Statements

                                       4



<PAGE>

                              Rimpac Resources Ltd.
                          (A Development Stage Company)
                          Notes to Financial Statements
        As of and for the Three and Nine Months Ended September 30, 2001
                                   (Unaudited)



NOTE 1.  BASIS OF PRESENTATION

The accompanying  unaudited condensed financial statements have been prepared in
accordance with accounting principles generally accepted in the United States of
America  for  interim  financial  information.  They do not  include  all of the
information and footnotes required by accounting  principles  generally accepted
in the United  States of  America  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 Form 10-KSB for the year
ended December 31, 2000.

NOTE 2:  EARNINGS PER SHARE

The Company calculates net income (loss) per share as required by SFAS No. 128,
"Earnings per Share." Basic earnings (loss) per share is calculated by dividing
net income (loss) by the weighted average number of common shares outstanding
for the period. Diluted earnings (loss) per share is calculated by dividing net
income (loss) by the weighted average number of common shares and dilutive
common stock equivalents outstanding. During the periods presented, common stock
equivalents were not considered, as their effect would be anti-dilutive.














                                        5


<PAGE>

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

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

         We have not generated any revenue. For the nine months ended September
30, 2001, we recorded an operating loss of $13,842, as compared to an operating
loss for the corresponding period last fiscal year of $18,640. The decreased
operating loss for the current fiscal period was due primarily to lower legal
and accounting expenses. However, during the 2001 period, we recorded a loss of
$134 for foreign currency translation, as compared to $55 for the 2000 period.

         For the nine months ended September 30, 2001, the statement of cash
flows reflects net cash used in operating activities of $11,350, which was
offset by net cash provided by financing activities of $11,358. Since we
currently have no significant source of revenue, our working capital will be
depleted by operating expenses and we will be dependent upon external sources of
cash.

         At September 30, 2001, we had a working capital deficit of $37,892.
Funds required to maintain our existence have been provided through loans from
related parties. For the nine months ended September 30, 2001, we received
unsecured loans totaling $11,358 from related parties. The loans have no
specific terms of repayment or interest. At September 30, 2001, related party
payables totaled $19,155. We anticipate another offering of common stock to
consummate a merger or other business combination, and to provide sufficient
working capital. In addition to another offering of common stock, we anticipate
that additional financing may be obtained through long- or short-term loans
against our equity, or through a joint venture or strategic alliance. There can
be no assurance that we will be able to obtain additional funding, or obtain
additional funding with terms favorable to us. The failure to obtain additional
financing could result in delay or indefinite postponement of our activities,
and a complete loss of our investment.

         Since inception through September 30, 2001, we have incurred a net loss
of $70,604. Our ability to continue as a going concern is dependent upon our
ability to generate sufficient cash flow to meet our obligations on a timely
basis, to identify and implement a merger or other business combination, to
obtain additional financing or refinancing as may be required, and to ultimately
attain profitability. There are no assurances that we will be able to identify
and implement a merger or business combination, or obtain any additional
financing.

                                        6


<PAGE>

                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         Not Applicable.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

         Not Applicable.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         Not Applicable.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         Not Applicable.

ITEM 5.  OTHER INFORMATION

         Not Applicable.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         A) EXHIBITS


<TABLE>
<CAPTION>
       REGULATION                                                                              SEQUENTIAL
       S-B NUMBER                             EXHIBIT                                         PAGE NUMBER
<S>                     <C>                                                                       <C>

          3.1           Articles of Incorporation (1)<F1>                                         N/A

          3.2           Bylaws (1)<F1>                                                            N/A

          10.1          Assignment of Lease and Purchase Option between the Company               N/A
                        and Leroy Halterman dated March 22, 1998 (1)<F1>

          10.2          State Land Department, State of Arizona, Mineral Exploration              N/A
                        Permit No. 08-103044, dated September 17, 1997 (1)<F1>

          10.3          Goldstone Prospect, Cochise County, Arizona, Section 28, T20S             N/A
                        R23E, A Goldstone Prospect, dated December 15, 1997,
                        prepared by Leroy Halterman CPG, RPG, Consulting
                        Geologist (1)<F1>

----------------------------
<FN>
(1)<F1>   Incorporated by reference to the exhibits filed with the Registration
          Statement on Form 10-SB, File No. 0-29481.
</FN>
</TABLE>


                                        7



<PAGE>


      B) REPORTS ON FORM 8-K:

      None.


                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                  RIMPAC RESOURCES LTD.
                                  (Registrant)


Date: November 14, 2001           By:   /s/ GEORGIA KNIGHT
                                     -------------------------------------------
                                         Georgia Knight, President
                                         (Principal Financial Officer)



















                                        8