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

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

         For the quarterly period ended: June 30, 2000

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

  For the transition period from _____________________ to __________________

                         Commission file number: 0-29481

                              RIMPAC RESOURCES LTD.
        (Exact name of small business issuer as specified in its charter)

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

        5600 WYOMING BOULEVARD, N.E., #150, ALBUQUERQUE, NEW MEXICO 87112
                    (Address of principal executive offices)

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

        11930 MENAUL BOULEVARD, N.E., #107, ALBUQUERQUE, NEW MEXICO 87112
             (Former name, former address and former fiscal year,
                         if changed since last report)

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

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

            8,550,000 SHARES OF COMMON STOCK, $.001 PAR VALUE, AS OF
                                 AUGUST 10, 2000

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

Exhibit index on page 7                                     Page 1 of 10 pages


<PAGE>


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


                                                           June 30,
                                                             2000
                                                        --------------
                   ASSETS

Current assets:
  Cash                                                  $         291
                                                        ==============




       LIABILITIES AND STOCKHOLDERS'
                 (DEFICIT)

Current liabilites:
 Accounts payable                                       $      11,894
 Related party payable                                          3,289
                                                        --------------
                                                               15,183

Stockholders' (deficit) :
  Preferred stock, $0.01 par value,
    1,000,000 undesignated shares
authorized,
    none issued                                                    --
  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          (47,604)
                                                        --------------
Total stockholders' (deficit)                                 (14,892)
                                                        --------------

                                                        $         291
                                                        ==============



    The accompanying notes are an integral part of the financial statements.

                                       2

<PAGE>



                              Rimpac Resources Ltd.
                          (A Development Stage Company)
                            Statements of Operations
                                   (unaudited)

<TABLE>
<CAPTION>


                                                                                                                   January 26, 1998
                                              Three months     Three months      Six months        Six months         (inception)
                                                 ended             ended           ended             ended              Through
                                              June 30, 1999    June 30, 2000    June 30, 1999     June 30, 2000    June 30, 2000
                                              -------------    -------------    -------------     -------------    ----------------
<S>                                           <C>              <C>              <C>               <C>              <C>

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

Costs and expenses:
  General and administrative                           479            7,362             2,760            15,029            44,349
  Amortization                                          64                0               128                 0             1,283
                                              -------------    -------------    --------------    --------------   ----------------
(Loss) from operations                                (543)          (7,362)           (2,888)          (15,029)          (45,632)
                                              -------------    -------------    --------------    --------------   ----------------

Other income (expense):
  Foreign currency transaction gain (loss)              99               --               159               (54)             (722)
  Loss on mineral claims                                --               --                --                --            (1,250)
                                              -------------    -------------    --------------    --------------   ----------------
                                                        99               --               159               (54)           (1,972)
                                              -------------    -------------    --------------    --------------   ----------------

Net (loss)                                    $       (444)    $     (7,362)    $      (2,729)    $     (15,083)   $      (47,604)
                                              =============    =============    ==============    ==============   ================


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         7,408,927
                                              =============    =============    ==============    ==============   ================

  Net (loss) per common share-basic and
  diluted$                                    $      (0.00)    $      (0.00)    $       (0.00)    $       (0.00)   $        (0.01)
                                              =============    =============    ==============    ==============   ================
</TABLE>

    The accompanying notes are an integral part of the financial statements.

                                       3


<PAGE>



                              Rimpac Resources Ltd.
                          (A Development Stage Company)
                            Statements of Cash Flows
                                   (unaudited)


<TABLE>
<CAPTION>
                                                                                                  January 26, 1998
                                                             Six months         Six months           (inception)
                                                               ended              ended                Through
                                                          June 30, 1999       June 30, 2000         June 30, 2000
                                                          ==============      ==============      ================
<S>                                                       <C>                 <C>                 <C>

Cash flows from operating activities:
Net (loss)                                                 $    (2,729)       $    (15,083)       $     (47,604)
Adjustments to reconcile net (loss) to net
  cash (used in) operating activities:
  Amortization                                                     128                  --                1,283
  Write off of mineral claims                                       --                  --                1,250
  Increase (decrease) in accounts payable                          131               9,882               11,894
  Common stock issued for assignment
     of mineral property rights                                     --                  --                1,250
                                                           --------------     --------------      ---------------
Net cash (used in) operating activities                         (2,470)             (5,201)             (31,927)
                                                           --------------     --------------      ---------------

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                             --               3,289                3,289
  Proceeds from stock sales, net of
    issuance costs                                                  --                  --               26,462
 Proceeds from advances                                             --                  --                5,000
                                                           --------------     --------------      ---------------
Net cash provided by financing activities                           --               3,289               34,751
                                                           --------------     --------------      ---------------

Net increase (decrease) in cash                                   (2,470)            (1,912)                291

Beginning cash                                                    13,126              2,203                 --

                                                           --------------     --------------      ---------------
Ending cash                                                $      10,656      $         291       $         291
                                                           ==============     ==============      ===============



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

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

  Issuance of common stock for assignment of
  mineral property rights                                  $         --       $         --        $       1,250


</TABLE>



    The accompanying notes are an integral part of the financial statements.


                                       4


<PAGE>



                             Rimpac Resources, Ltd.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                   (Unaudited)


Note 1.  BASIS OF PRESENTATION

The accompanying  unaudited condensed financial statements have been prepared in
accordance with generally accepted  accounting  principles for interim financial
information.  They do not include all of the information and footnotes  required
by generally accepted accounting  principles for complete financial  statements.
In the  opinion  of  management,  all  adjustments,  consisting  only of  normal
recurring adjustments,  considered necessary for a fair presentation,  have been
included in the accompanying  unaudited financial statements.  Operating results
for the periods presented are not necessarily indicative of the results that may
be expected for the full year. For further  information,  refer to the financial
statements and notes thereto, included in the Company's Form 10-KSB for the year
ended December 31, 1999.

Note 2. RELATED PARTY TRANSACTION

During the six months ended,  June 30, 2000,  the Company  received  small loans
totaling  $3,289  from a related  party.  The loans  have no  specific  terms of
repayment or interest.



                                       5


<PAGE>


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

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

         The Company has not  generated  any  revenue.  For the six months ended
June 30, 2000, the Company recorded a net loss of $15,083,  as compared to a net
loss for the corresponding period last fiscal year of $2,729. The increased loss
for the  current  fiscal  period is due in part to higher  legal and  accounting
expenses. In order to have the Company's stock traded on the OTC Bulletin Board,
the Company is required to have its common stock  registered with the Securities
and Exchange Commission and thereby become a reporting company.  Compliance with
this requirement and with ongoing reporting requirements have resulted in higher
legal and accounting expenses.

         For the six months  ended June 30,  2000,  the  statement of cash flows
reflects net cash used in operating  activities  of $5,201,  which was offset by
net cash provided by financing activities of $3,289. Since the Company currently
has no  significant  source of revenue,  the Company's  working  capital will be
depleted by operating  expenses and the Company will be dependent  upon external
sources of cash.

         At June 30 ,  2000,  the  Company  had a  working  capital  deficit  of
$14,892.  Funds required to maintain the Company's  existence have been provided
by related parties.  Management  anticipates another offering of common stock to
consummate a merger or other  business  combination,  and to provide  sufficient
working  capital.  In addition to another  offering of common stock,  management
anticipates  that  additional   financing  may  be  obtained  through  long-  or
short-term  loans  against the Company's  equity,  or through a joint venture or
strategic  alliance.  There can be no assurance that the Company will be able to
obtain additional  funding, or obtain additional funding with terms favorable to
the Company. The failure to obtain additional financing could result in delay or
indefinite postponement of the Company's activities,  and a complete loss of its
investment.

         The Company's  ability to continue as a going concern is dependent upon
its ability to generate sufficient cash flow to meet its obligations on a timely
basis,  to identify and  implement a merger or other  business  combination,  to
obtain additional financing or refinancing as may be required, and to ultimately
attain  profitability.  There are no assurances that the Company will be able to
identify  and  implement  a  merger  or  business  combination,  or  obtain  any
additional financing.





                                        6

<PAGE>


                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         Not Applicable.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

         Not Applicable.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         Not Applicable.

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

         Not Applicable.

ITEM 5.  OTHER INFORMATION

         Not Applicable.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         A) EXHIBITS

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


          3.1           Articles of Incorporation (1)                                                            N/A

          3.2           Bylaws (1)                                                                               N/A

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

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

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

           27           Financial Data Schedule                                                                  ___

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

</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: August ____, 2000                By:
                                          -------------------------------------
                                          Leroy Halterman, President



                                        8

<PAGE>



                                   Exhibit 27

                             Financial Data Schedule

                                        9

<PAGE>