-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QNJlBfAOGSWsDOMEHtU8TEkp4QfVfmxVRANpexpPPH/HyeW1FhBeUyRo1cWxEZcu SvCoWHJuQaXMFbYnBeVqvA== 0001021890-02-000409.txt : 20020930 0001021890-02-000409.hdr.sgml : 20020930 20020930171113 ACCESSION NUMBER: 0001021890-02-000409 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20020624 ITEM INFORMATION: Changes in control of registrant ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: FILED AS OF DATE: 20020930 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REPUBLIC RESOURCES INC /CO/ CENTRAL INDEX KEY: 0000076878 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 870285520 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-06580 FILM NUMBER: 02777123 BUSINESS ADDRESS: STREET 1: 743 HORIZON COURT STE 33 STREET 2: P O BOX 60219 CITY: GRAND JUNCTION STATE: CO ZIP: 81506-8715 BUSINESS PHONE: 9702455917 MAIL ADDRESS: STREET 1: 743 HORIZON CT STE 33 STREET 2: P O BOX 60219 CITY: GRAND JUNCTION STATE: CO ZIP: 81506-8715 FORMER COMPANY: FORMER CONFORMED NAME: WILLARD PEASE OIL & GAS CO DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: PEASE OIL & GAS CO /CO/ DATE OF NAME CHANGE: 19941118 8-K/A 1 rep624028kamd.htm REPUBLIC RESOURCES, INC. 6/24/2002 FORM 8-K/A Republic Resources Amendment #2 Form 8-K HTML--6/24/2002

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K/A
AMENDMENT NO. 1

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) June 24, 2002

Republic Resources, Inc.
(Exact name of registrant as specified in its charter)



Commission File Number 0-6580




Nevada                                                                                                                                    87-0285520
(State or other jurisdiction of                                                                                                 (I.R.S. Employer Identification No.)
incorporation or organization)                                                                                                                                                              





743 Horizon Court, Suite 333, Grand Junction, Colorado        81506-8715
(Address of principal executive offices)                                 Zip Code




     Registrant's telephone number, including area code: (970) 245-5917







Item 1.     CHANGES IN CONTROL OF REGISTRANT.

        On June 24, 2002, Registrant completed the acquisition of EnviroWall, Inc., a Louisiana corporation (“EnviroWall”), as described in Item 2 below. As consideration for the acquisition of EnviroWall, Registrant issued to the sole stockholder of EnviroWall and persons designated or assigned by him, a total of 7,848,000 shares of Registrant’s common stock. In addition, Registrant issued 1,700,000 shares of its common stock in exchange for cancellation of an outstanding convertible note of EnviroWall owed to David A. Melman, a director of Registrant. At the time of completion of the transaction, as contemplated by the parties, Registrant issued, or became obligated to issue, a total of 255,000 shares of its common stock in exchange for cancellation of outstanding common stock purchase warrants held by four directors of Registrant.

        EnviroWall became a wholly-owned subsidiary of Registrant effective at the completion of the transaction. Also effective at the completion of the transaction, directors Homer C. Osborne and J. Peter Koonce resigned and were replaced by Louis B. "Buddy" Breaux, the President of EnviroWall, Inc., and Dr. Clyde W. Frank, Ph.D., representing two of Registrant's four person Board of Directors.

        The completion of the acquisition of EnviroWall, Inc. was subject, among other matters, to the receipt by Registrant of at least $500,000 in proceeds from the sale of shares of Registrant’s common stock in a private placement. Simultaneously with the completion of the acquisition of EnviroWall, Registrant issued 2.0 million shares of its common stock to 14 accredited investors.

        Following completion of the acquisition of EnviroWall, and issuance of the additional shares of common stock described above, the following shows the individuals who may be deemed to have acquired control of Registrant as a result of the transaction, including the number of shares held at the completion of the transaction and the percentage of outstanding common stock of Registrant held as of that time.

                                                                    Name                                                              Number of Shares                                          Percentage

    Louis B. “Buddy” Breaux 7,208,000 37.7%
    Lloyd Robert Moffett, Jr.    160,000   0.8%
    Judy Moffett    160,000   0.8%
    Gayle Moffett Roberts    160,000   0.8%
    Jayne Moffett Bastoe    160,000   0.8%
    David A. Melman 1,710,000   8.9%

        Registrant’s officers from and after the completion of the acquisition transaction are as follows:

    Chairman David A. Melman
    President David A. Melman
    Secretary Louis B. Breaux
    Treasurer & CFO Patrick J. Duncan
    Assistant Secretary Marilyn L. Adams




2

        Registrant’s directors from and after the completion of the acquisition transaction are as follows:

  Patrick J. Duncan
David A. Melman
Louis B. “Buddy” Breaux
Dr. Clyde W. Frank, Ph.D.

        Registrant and Louis B. “Buddy” Breaux, who was the sole shareholder of EnviroWall, have an understanding pursuant to which Mr. Breaux may, at his sole election, at any time after August 1, 2002, add one person, designated by Mr. Breaux, to Registrant’s Board of Directors.

Item 2.     ACQUISTION OR DISPOSITION OF ASSETS.

        On June 24, 2002, Registrant completed the acquisition of EnviroWall, Inc., a Louisiana corporation (“EnviroWall”), as described by Registrant in the Form 8-K filed April 29, 2002. The acquisition from the sole shareholder, Louis B. Breaux, was completed under the Stock Purchase Agreement dated April 16, 2002, and the Registrant issued 9,548,000 shares of its common stock in exchange for all outstanding common stock of EnviroWall and 1,710,000 shares in exchange for a convertible note of EnviroWall held by David A. Melman, a director of Registrant. EnviroWall is private company headquartered in New Orleans, Louisiana, which holds several patents and application technologies to contain, capture and/or remediate contaminated ground water. These technologies have brought applications ranging from simple containment and control of contaminated ground water to more complex designs for ground water manipulation and treatment. Registrant intends to provide environmental remediation and groundwater containment services to customers.

        Registrant and the sole shareholder of EnviroWall negotiated the terms of the acquisition of EnviroWall and arms-length based on the parties’ relative values, prospects and current assets.

Item 7.     FINANCIAL STATEMENTS AND EXHIBITS.

        (a)     Financial statements of EnviroWall, Inc.

        The financial statements required by this item are attached as Exhibit 99.1.

        (b)     Pro Forma Financial Information.

        The pro forma financial information required by this item is attached as Exhibit 99.2.

        (c)     Exhibits.

  Exhibit 10.1 Stock Purchase Agreement dated April 16, 2002.*

  Exhibit 10.2 Amendment to Stock Purchase Agreement dated April 30, 2002.*

  Exhibit 10.3 Amendment to Stock Purchase Agreement dated May 20, 2002.*

  Exhibit 10.4 Closing Memorandum dated June 24, 2002.*

  Exhibit 99.1 EnviroWall Inc. Consolidated Financial Statements

  Exhibit 99.2 Pro Forma Financial Statements

  Exhibit 99.3 News Release dated July 9, 2002.

________________________

*Previously filed.

Item 9.     REGULATION FD DISCLOSURE.

        Attached as Exhibit 99.3 is a copy of a news release describing Dr. Clyde W. Frank, Ph.D, a new director of Registrant.





3

SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

                                                                                                                      REPUBLIC RESOURCES, INC.
                                                                                   

Date                   September 30, 2002                                                            By: /s/ Patrick J. Duncan     
                                                                                                                             Patrick J. Duncan,
                                                                                                                             Principal Accounting Officer





4

 EX-99 3 envirowallfin.htm EXHIBIT 99.1--ENVIROWALL INC. FINANCIALS Republic Resources Form 8-K HTML Envirowall Fin

JOHN J. ESQUIVEL
CERTIFIED PUBLIC ACCOUNTANT
A Professional Corporation
401 Whitney Ave., Suite 322
Gretna, Louisiana 70056

(504) 362-7133
Fax (504)366-2421
E-mail:
jjesquivel@aol.com

INDEPENDENT AUDITOR’S REPORT

To the Board of Directors
EnviroWall, Inc.
Marrero, Louisiana

We have audited the accompanying balance sheets of EnviroWall, Inc. (a development stage company and a Louisiana corporation) as of December 31, 2001, and the related statements of income, changes in stockholder’s equity, and cash flows for the years ended December 31, 2001 and 2000. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of EnviroWall, Inc. as of December 31, 2001, and the results of its operations and its cash flows for the years ended December 31, 2001 and 2000 in conformity with accounting principles generally accepted in the United States of America.

/s/ John J. Esquivel
Gretna, Louisiana
April 1, 2002




1


EnviroWall, Inc.
(A Development Stage Company)
BALANCE SHEETS

                                                        December 31,   March 31,
                                                           2001          2002
                                                        -----------    --------
                                                                     (Unaudited)

                               ASSETS

CURRENT ASSETS
  Cash ................................................  $  19,453    $     445
                                                          --------     --------
OTHER ASSETS
  Equipment ...........................................    256,000      150,000
  Patents .............................................    200,000       50,000
                                                          --------     --------
TOTAL ASSETS ..........................................  $ 475,453    $ 200,445
                                                          ========     ========

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
  Note payable ........................................  $ 250,000    $ 250,000
  Accounts payable ....................................       --         30,334
  Accrued liabilities .................................      2,618        6,918
                                                          --------     --------
     Total current liabilities ........................    252,618      287,252
                                                          --------     --------
LONG-TERM LIABILITIES
Due to Affiliated Company .............................    150,000      150,000
                                                          --------     --------

STOCKHOLDERS' EQUITY (DEFICIT)
  Common Stock, no par value
    1,000,000 shares authorized, 1,000
      shares issued and outstanding ...................      1,000        1,000
  Additional paid-in capital ..........................    106,000         --
  Accumulated Deficit:
    Prior to entering the development stage ...........     (1,000)    (151,000)
    During the development stage ......................    (33,165)     (86,807)
                                                          --------     --------
       Total Stockholders' Equity (Deficit) ...........     72,835     (236,807)
                                                          --------     --------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ............  $ 475,453    $ 200,445
                                                          ========     ========

See accompanying notes and accountants’ report




2


EnviroWall, Inc.
(A Development Stage Company)
STATEMENTS OF OPERATIONS

                                                        For the        From
                                                         Three      January 1,
                                 For the Years Ended     Months        2001
                                     December 31,         Ended      through
                                 --------------------   March 31,    March 31,
                                    2001       2000       2002         2002
                                    ----       ----     ---------    --------
                                                       (unaudited) (unaudited)

REVENUE: ....................   $   --      $   --     $   --      $   --
                                --------    --------   --------    --------

OPERATING COSTS AND EXPENSES:

  General and administrative      31,850        --       46,725      78,575
  Interest expense ..........      1,315        --        6,917       8,232
                                --------    --------   --------    --------
      Total .................     33,165        --       53,642      86,807
                                --------    --------   --------    --------
       Net Loss .............   $(33,165)   $   --     $(53,642)   $(86,807)
                                ========    ========   ========    ========

See accompanying notes and accountants’ report




3


EnviroWall, Inc.
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
For the Period January 1, 2000 through March 31, 2002

                                                                 Accumulated Deficit
                                                               -------------------------     Total
                                                 Additional    Prior to the  During the   Stockholders
                                        Common     Paid-In     Development   Development    Equity
                              Shares     Stock     Capital         Stage        Stage      (Deficit)
                              ------    ------   ----------    ------------  -----------  ------------

Balance at
 January 1, 2000 ..........     1,000  $   1,000   $ 106,000     $  (1,000)         N/A    $ 106,000

Year Ended
 December 31, 2000

  No Activity .............      --         --           --           --            N/A         --
                            ---------  ---------   ---------     ---------    ---------    ---------

  Balance at
   December 31, 2000 ......     1,000      1,000     106,000        (1,000)         N/A      106,000

Year Ended
 December 31, 2001

  Net Loss ................      --         --           --           --        (33,165)     (33,165)
                            ---------  ---------   ---------     ---------    ---------    ---------

  Balance at
   December 31, 2001 ......     1,000      1,000     106,000        (1,000)     (33,165)      72,835

  Adjustments to
   conform with
   Regulation S-X
   (unaudited see Note G)..      --         --      (106,000)     (150,000)        --       (256,000)
  Net Loss
   (unaudited) ............      --         --           --           --        (53,642)     (53,642)
                            ---------  ---------   ---------     ---------    ---------    ---------

  Balance at
   March 31, 2002
   (unaudited) ............     1,000  $   1,000   $(106,000)    $(151,000)   $ (86,807)   $(236,807)
                            =========  =========   =========     =========    =========    =========

See accompanying notes and accountants’ report




4


EnviroWall, Inc.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS

                                                                           For the        From
                                                                             Three      January 1,
                                                    For the Years Ended      Months        2001
                                                        December 31,         Ended       through
                                                    --------------------    March 31,    March 31,
                                                     2001         2000        2002         2002
                                                     ----         ----      --------    ---------
                                                                          (unaudited)  (unaudited)

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Loss ...................................   $ (33,165)   $    --     $ (53,642)   $ (86,807)
  Increase in accounts payable
      and accrued liabilities ................       2,618         --        34,634       37,252
                                                 ---------    ---------   ---------    ---------
    NET CASH USED BY OPERATING ACTIVITIES ....     (30,547)        --       (19,008)     (49,555)

CASH FLOWS FROM INVESTING ACTIVITIES:

  Purchase of Patent Interest and Equipment ..    (200,000)        --          --       (200,000)
                                                 ---------    ---------   ---------    ---------
    NET CASH USED BY INVESTING ACTIVITIES ....    (200,000)        --          --       (200,000)

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from Short-Term Borrowings ........     250,000         --          --        250,000
                                                 ---------    ---------   ---------    ---------
    NET CASH FROM FINANCING ACTIVITIES .......     250,000         --          --        250,000
                                                 ---------    ---------   ---------    ---------
    NET INCREASE (DECREASE) IN CASH ..........      19,453         --       (19,008)         445
    CASH AT BEGINNING OF PERIOD ..............        --           --        19,453         --
                                                 ---------    ---------   ---------    ---------
    CASH AT END OF PERIOD ....................   $  19,453    $    --     $     445    $     445
                                                 =========    =========   =========    =========

See accompanying notes and accountants’ report




5


EnviroWall, Inc.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE A – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

EnviroWall, Inc. (the “Company”), a Louisiana Corporation, was incorporated in February 1994, to act as a holding company for Barrier Member Containment Corporation (“BMC”), a sister company with common ownership. BMC was originally formed in 1990 to conducted the research and development of an innovative groundwater barrier system used to contain, capture and remediate contaminated groundwater and hazardous substances. This system, which is guarded by three U.S. patents, is hereinafter referred to as the “Technology”.

Once the Technology was sufficiently developed, the Company was formed and BMC became the operating entity to conduct the installations of the Technology on a commercial basis. At that time the Company was not considered a development stage enterprise for financial statement reporting purposes, because: a) its planned operations had already begun; and b) revenue had been and was expected to be generated from the installation of Technology.

To provide working capital for operations, the Company initially borrowed $590,000 in June 1994 from Morgan Franklin Fund, Ltd. (“MFF”), a venture capital group. Unfortunately, cash flow from operations did not support servicing the entire debt and the Company defaulted on the note early in 1996 when it had an outstanding principal balance of $290,000. MFF promptly foreclosed on the collateral, which consisted of substantially all of the assets of both BMC and the Company, including an interest in the all the patents protecting the Technology.

The Company essentially lay dormant after MFF’s foreclose until late in 2001 when it was able to borrow $250,000 and attempt to reestablish its business. The Company used $200,000 of these funds to repurchase all the assets seized by MFF in the 1996 foreclosure.

For financial statement reporting purposes, the Company has been considered a development stage enterprise ever since it came out of dormancy in 2001. The Company is currently attempting to establish a market for its Technology, specifically targeting local, state and federal agencies as well as certain business enterprises that need to contain and/or dispose of contaminated groundwater.

NOTE B - EQUIPMENT:

The equipment consists of specialized trench “Guide Boxes” that provide structural support to stabilized the trench walls during the installation process. These guide boxes will be depreciated on a straight line basis over their estimated useful life, currently estimated at five years.

The costs of normal maintenance and repairs will be charged to operating expenses as incurred. Material expenditures which increase the life of an asset will be capitalized and depreciated over the estimated remaining useful life of the asset. The cost of assets sold, or otherwise disposed of, and the related accumulated depreciation or amortization will be removed from the accounts, and any gains or losses will be reflected in current operations.

NOTE C - PATENTS:

The following is a listing of the U.S. Patents and Patent Applications associated with the Technology that the company proposes to use for controlling hydrologic conditions on groundwater sites:




6


EnviroWall, Inc.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)

Serial         Patent                 Title                            Issue

07/398,613     5,106,233     Hazardous Waste Containment System       04/21/92

07/831,555     5,240,348     Method of Hazardous Containment System   08/31/93

07/985,944     5,259,705     Guide Box Assembly System for in
                               Ground Barrier Installation            11/09/93

07/986,241     5,360,293     In Ground Barrier Member Interlocking
                               Joint and Seal System                  10/11/94

08/-93,524     5,354,149     In Ground Barrier System with Pass
                               Through                                11/01/94

08/320,431     5,551,807     ln Ground Barrier System, Dispenser
                               Box                                    09/03/96

All of the above patents had expired during the period of dormancy because the maintenance fees had not been paid in a timely manner. However, three patents, numbered 5,106,233, numbered 5,259,705, and numbered 5,551,807 were reinstated after petitions to Accept Unintentionally Delayed payment of Maintenance Fee in an Expired Patent were filed with the Patent Office in December, 2001. The maintenance of the other two patents is no longer considered necessary to protect the Technology and therefore the company does not anticipate filing for their reinstatement.

The company owns a 1% undivided interest in the above patents (which was purchased from MFF in December 2001) and has entered into: 1) an Exclusive Patent License Agreement for the sole shareholder’s 89% interest in the licensed patents identified above, and 2) an Exclusive Patent Sub-License Agreement for the sole shareholder’s 10% of the licensed patents, as granted by an agreement between the Company’s sole shareholder and an owner group. The license and sub-license agreements allow the company to manufacture, use, sell and otherwise practice the licensed Technology.

The costs of the patents will be accounted for in accordance with Financial Accounting standards No. 142, entitled “Goodwill and Other Intangible Assets” (“SFAS 142”).

NOTE D - NOTE PAYABLE:

On December 7, 2001 the company borrowed $250,000 from David A. Melman & Associates, LLC, with interest at 8.00%, due April 6, 2002. The note is secured by a security interest in and to a 1% interest in the patented Technology of the company as listed in Note C - Patents.

NOTE E - INCOME TAXES:

As of December 31, 2001 the company has loss carryforwards totaling $33,165 that may be offset against future taxable income. If not used, the carryforwards will expire in the year 2021.

NOTE F - AMOUNTS DUE BMC:

At December 31, 2001, the company owed BMC, an affiliated entity with common ownership, $150,000 for costs incurred on its behalf prior to MFF’s foreclosure.

NOTE G - ADJUSTMENTS TO HISTORICAL FINANCIAL STATEMENTS (UNAUDITED):

The Company was acquired by Republic Resources, Inc. (“Republic”) in a transaction accounted for by a “reverse merger” on June 24, 2002. After consulting with Republic’s independent accountants, Hein + Associates, LLP, and further reviewing the appropriate accounting standards promulgated by the United States Securities and Exchange Commission, management of Republic concluded certain balance sheet transactions that had been recorded by the Company shall be adjusted to comply with Regulation S-X. Accordingly, the March 31, 2002 unaudited financial statements reflect what Republic’s current management believes to be the proper accounting treatment for the underlying transactions. The adjustments are also reflected in the accompanying Statement of Changes in Stockholders’ Equity during the first quarter of 2002. These adjustments had no effect on the net loss or cash flows for any of the periods presented.




7


 EX-99 4 envirowallfinex992.htm EXHIBIT 99.2--PRO FORM FINANCIALS Republic Resources Form 8-K HTML Envirowall Exhibit 99.2

REPUBLIC RESOURCES, INC.
INTRODUCTION TO PRO FORMA FINANCIAL INFORMATION

        The accompanying unaudited pro forma financial statements and related notes are presented to reflect the following adjustments:

    1) The sale of substantially all of Republic’s oil and gas assets to Harken Energy Corporation (“Harken”) on April 4, 2002. These adjustments include the exchange of all of Republic’s outstanding Debentures for: a) the Harken common stock received in the sale; and b) the issuance of an additional 991,425 shares of Republic common stock.

    2) To eliminate the preferred stock dividends as a result of the exchange of all the outstanding Series C Preferred, including accrued and unpaid dividends, for 3,400,000 shares of Republic common stock on February 11, 2002.

    3) The Acquisition of EnviroWall, Inc. (the “Acquisition”) in exchange for 9.548 million shares of Republic common stock plus the assumption of $187,250 of EnviroWall liabilities. The total shares issued for the acquisition include 1.7 million shares issued to a director of Republic in exchange for a promissary note of EnviroWall. The Promissary note had a principal balance of $250,000 plus accrued interest of $6,918. Although Republic is the surviving entity, the transaction will be accounted for as a “reverse merger” for financial statement reporting purposes (meaning it will be accounted for as if EnviroWall had acquired Republic) since, among other things, the shares issued in the transaction represent a majority of the outstanding common stock of Republic.

    4) To reflect certain cash disbursements effecting Republic’s working capital immediately after the Acquisition.

    5) The issuance of 255,000 shares of common stock in exchange for the cancellation of outstanding options and warrants to acquire up to 630,000 shares of common stock.

    6) To reflect the lump-sum payment of $150,000 that was paid to Republic’s current CFO at the closing of the Acquisition. This payment was required under certain change in control provisions in his current employment contract as a result of issuance of Republic securities as described in items 1, 2 and 3 above.

    7) To reflect the receipt of $450,000 from a private offering of 2.0 million common shares. This amount is net of the offering expenses estimated at $50,000.

        The unaudited pro forma balance sheet reflects all the items discussed above (except for Item 2) as if the transactions had occurred on March 31, 2002. The effects of Item 2 are not illustrated in the pro forma balance sheet adjustments since they are already reflected in the Company’s historical financial statements at March 31, 2002.




1


        The unaudited pro forma statement of operations illustrates the effects of all the items discussed above as if the effective and closing dates had occurred at the beginning of the periods presented.

        The unaudited pro forma financial statements do not purport to be indicative of the financial position or results of operations of Republic had the sale, exchanges, and acquisition occurred on the dates mentioned above, nor are the unaudited pro forma financial statements necessarily indicative of the future financial position or results of operations of Republic.

        The historical financial information of Republic contained herein was taken from: a) the audited financial statements included in Republic’s annual report on Form 10-KSB/A for the fiscal year ended December 31, 2001; and b) its quarterly report on Form 10-QSB for the period ended March 31, 2002. The historical financial information of EnviroWall contained herein was taken from the audited financial statements audited by John J. Esquivel, a Certified Public Account in Gretna, Louisiana. The unaudited pro forma financial statements should be read in conjunction with the notes thereto and the historical financial statements of Republic included in the Form 10-KSB/A on 10-QSB as filed with the Securities and Exchange Commission.




2


REPUBLIC RESOURCES, INC.
PRO FORMA BALANCE SHEET
MARCH 31, 2002

                                                                      Sale of Assets to Harken and
                                                                           Exchange of Debt
                                                               ------------------------------------------
                                                                Republic       Pro Forma        Republic
                                                               Historical     Adjustments       Pro Forma
                                                               ----------     -----------       ---------
                                                                                                (Unaudited)
CURRENT ASSETS:
     Cash and equivalents ................................   $    361,600   $    (57,813) A $    303,787

     Trade receivables, net ..............................        236,253       (151,936) A       84,317
     Prepaid expenses and other ..........................         13,103           --            13,103
                                                              -----------   ------------    ------------
          Total current assets ...........................        610,956       (209,749)        401,207

ENVIROWALL PATENTS AND SYSTEM EQUIPMENT:
     Equipment ...........................................           --             --              --
     Patent Costs ........................................           --             --              --
                                                              -----------   ------------    ------------
          Total patent and equipment .....................           --             --              --

OIL AND GAS PROPERTIES, at cost (full cost method):
     Unevaluated properties ..............................        133,805           --           133,805

     Costs being amortized ...............................     21,509,484    (21,509,484) A         --
                                                              -----------    -----------    ------------
          Total oil and gas properties ...................     21,643,289    (21,509,484)        133,805
     Less accumulated amortization and impairment ........    (17,691,840)    17,691,840  A         --
                                                              -----------   ------------    ------------
          Net oil and gas properties .....................      3,951,449     (3,817,644)        133,805

OTHER ASSETS:
     Office equipment and vehicle ........................        112,575           --           112,575
     Less accumulated depreciation .......................       (100,187)          --          (100,187)
                                                              -----------   ------------    ------------
          Net office equipment and vehicle ...............         12,388           --            12,388
     Debt issuance and debt restructuring costs ..........         49,857        (49,857) A         --
     Deposits and other ..................................         53,633         20,000          73,633
                                                              -----------   ------------    ------------
          Total other assets .............................        115,878        (29,857)         86,021

TOTAL ASSETS .............................................   $  4,678,283   $ (4,057,250)   $    621,033
                                                              ===========   ============    ============

                                                                  ACQUISITION OF ENVIROWALL, INC.
                                                                ------------------------------------
                                                                ENVIROWALL    PRO FORMA    PRO FORMA
                                                                HISTORICAL   ADJUSTMENTS   COMBINED
                                                                ----------   -----------   ---------
                                                                                          (Unaudited)
CURRENT ASSETS:
     Cash and equivalents ................................   $        445   $  450,000 B $   471,732
                                                                              (150,000)K
                                                                              (132,500)I
     Trade receivables, net ..............................           --          --           84,317
     Prepaid expenses and other ..........................           --          --           13,103
                                                             ------------   ---------   ------------
          Total current assets ...........................            445     167,500        569,152

ENVIROWALL PATENTS AND SYSTEM EQUIPMENT:
     Equipment ...........................................        150,000        --          150,000
     Patent Costs ........................................         50,000        --           50,000
                                                             ------------   ---------   ------------
          Total patent and equipment .....................        200,000        --          200,000

OIL AND GAS PROPERTIES, at cost (full cost method):
     Unevaluated properties ..............................           --          --          133,805

     Costs being amortized ...............................           --          --              --
                                                             ------------   ---------   ------------
          Total oil and gas properties ...................           --          --          133,805
     Less accumulated amortization and impairment ........           --          --              --
                                                             ------------   ---------   ------------
          Net oil and gas properties .....................           --          --          133,805

OTHER ASSETS:
     Office equipment and vehicle ........................           --     (97,480) L        15,095
     Less accumulated depreciation .......................           --      97,480  L        (2,707)
                                                             ------------   ---------   ------------
          Net office equipment and vehicle ...............           --          --           12,388
     Debt issuance and debt restructuring costs ..........           --          --              --
     Deposits and other ..................................           --          --           73,633
                                                             ------------   ---------   ------------
          Total other assets .............................           --          --           86,021

TOTAL ASSETS .............................................   $    200,445   $ 167,500   $    988,978
                                                             ============   =========   ============



3


REPUBLIC RESOURCES, INC.
PRO FORMA BALANCE SHEET
MARCH 31, 2002

                                                                   Sale of Assets to Harken and
                                                                        Exchange of Debt
                                                             ---------------------------------------
                                                              Republic        Pro Forma     Republic
                                                             Historical      Adjustments    Pro Forma
                                                             ----------      -----------    ---------
                                                                                            (Unaudited)
CURRENT LIABILITIES:
     Current maturities of long-term debt ..............   $      7,700    $      --       $      7,700
     Accounts payable, trade ...........................        253,483         (36,421)A       217,062
     Due to affiliated company .........................          --              --              --
     Accrued expenses ..................................         81,209           --             81,209
                                                           ------------    ------------    ------------
          Total current liabilities ....................        342,392         (36,421)        305,971
LONG-TERM DEBT, less current maturities: ...............      2,645,500      (2,621,000)A        24,500
                                                           ------------    ------------    ------------
          Total liabilities ............................      2,987,892      (2,657,421)        330,471
                                                           ------------    ------------    ------------
STOCKHOLDERS’ EQUITY

     Common Stock ......................................        633,981          99,143 A       733,124



     Additional Paid-In Capital ........................     37,714,099         192,733 A    37,906,832
     Accumulated Deficit ...............................    (36,657,689)     (1,691,705)A   (38,349,394)
                                                           ------------    ------------    ------------
          Total other stockholders' equity .............      1,690,391      (1,399,829)        290,562
                                                           ------------    ------------    ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY .............   $  4,678,283    $ (4,057,250)   $    621,033
                                                           ============    ============    ============

                                                                  ACQUISITION OF ENVIROWALL, INC.
                                                              ---------------------------------------
                                                              ENVIROWALL      PRO FORMA     PRO FORMA
                                                              HISTORICAL     ADJUSTMENTS     COMBINED
                                                              ----------     -----------    ----------
                                                                                            (Unaudited)
CURRENT LIABILITIES:
     Current maturities of long-term debt ..............   $       --      $       --      $      7,000
     Accounts payable, trade ...........................         30,334        (100,000)I       147,396
     Due to affiliated company .........................        150,000         (32,500)I       117,500
     Note payable to officer ...........................                         25,000 K        25,000
     Accrued expenses ..................................          6,918          (6,918)G        81,209
                                                           ------------    ------------    ------------
          Total current liabilities ....................        187,252        (114,418)        378,805
LONG-TERM DEBT, less current maturities: ...............        250,000        (250,000)         24,500
                                                           ------------    ------------    ------------
          Total liabilities ............................        437,252        (364,418)        403,305
                                                           ------------    ------------    ------------

STOCKHOLDERS’ EQUITY

     Common Stock ......................................          1,000         200,000 B     1,913,424
                  ......................................                        954,800 G
                  ......................................                         25,500 J
                  ......................................                         (1,000)M
     Additional Paid-In Capital ........................          --        (38,996,776)B,D  (1,089,944)
                                                                                        F,G,
                                                                                        H,I
     Accumulated Deficit ...............................       (237,807)     38,349,394 C,F,   (237,807)
                                                                                        G,H,
                                                                                        I,K
                                                           ------------    ------------    ------------
          Total other stockholders' equity .............       (236,807)        531,918         585,673
                                                           ------------    ------------    ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY .............   $    200,445    $    167,500    $    988,978
                                                           ============    ============    ============



4


REPUBLIC RESOURCES INC.
PRO FORMA STATEMENT OF OPERATIONS
DECEMBER 31, 2001

                                                          Sale of Assets to Harken,
                                                               Exchange of Debt
                                                 ----------------------------------------------
                                                  Republic          Pro Forma          Republic
                                                 Historical        Adjustments        Pro Forma
                                                 ----------        -----------        ---------
                                                                                     (Unaudited)
REVENUE:
     Oil and gas sales ......................  $  2,390,580         $ (2,390,580) C          --
     Revenue ................................           --                   --              --
                                               ------------         ------------    ------------
                                                  2,390,580           (2,390,580)            --

OPERATING COSTS AND EXPENSES:
     Oil and gas production costs ...........        451,044            (451,044) C          --
     General and administrative .............        719,550                 --          719,550
     Depreciation, depletion and amortization      1,124,648          (1,109,405) C       15,243
     Stock Based Compensation ...............           --                   --              --

     Impairment of oil and gas properties ...      3,875,048                 --        3,875,048
     Loss on sale of assets .................           --             1,493,024  C    1,493,024
                                               ------------         ------------    ------------

          Total operating costs and expenses      6,170,290              (67,425)      6,102,865
                                               ------------         ------------    ------------

INCOME (LOSS) FROM OPERATIONS ...............    (3,779,710)          (2,323,155)     (6,102,865)

OTHER INCOME (EXPENSES):
     Interest and other income ..............        34,131                  --           34,131
     Interest expense .......................      (151,010)             149,872  D       (1,138)
                                               ------------         ------------    ------------

NET INCOME (LOSS) ...........................    (3,896,589)          (2,173,283)     (6,069,872)

PREFERRED STOCK DIVIDEND CHARGES ............      (186,568)             186,568 E          --
                                               ------------         ------------    ------------

NET INCOME (LOSS) AVAILABLE TO COMMON
   STOCKHOLDERS .............................  $ (4,083,157)        $ (1,986,715)  $  (6,069,872)
                                               ============         ============    ============

                                                          ACQUISITION OF ENVIROWALL, INC.
                                                  ---------------------------------------------
                                                  ENVIROWALL          PRO FORMA       PRO FORMA
                                                  HISTORICAL         ADJUSTMENTS       COMBINED
                                                  ----------         -----------      ---------
                                                                                     (Unaudited)

BASIC EARNINGS PER SHARE

     Loss per share .........................  $      (1.39)                            $  (0.88)
     Shares outstanding .....................     2,939,815            4,391,425 F     6,883,627


REVENUE:
     Oil and gas sales ......................  $        --          $        --     $        --
     Revenue ................................           --                   --              --
                                               ------------         ------------    ------------
                                                        --                   --              --

OPERATING COSTS AND EXPENSES:
     Oil and gas production costs ...........           --                   --              --
     General and administrative .............        33,165              175,000 K       927,715
     Depreciation, depletion and amortization           --                                15,243
     Stock Based Compensation ...............           --                83,100 G       134,100
     ........................................                             51,000 J
     Impairment of oil and gas properties ...           --            (3,875,048)H           --
     Loss on sale of assets .................           --            (1,493,024)H           --
                                               ------------         ------------    ------------
          Total operating costs and expenses         33,165           (5,058,972)      1,077,058

                                               ------------         ------------    ------------
INCOME (LOSS) FROM OPERATIONS ...............       (33,165)           5,058,972      (1,077,058)

OTHER INCOME (EXPENSES):
     Interest and other income ..............           --                   --           34,131
     Interest expense .......................           --                   --           (1,138)
                                               ------------         ------------    ------------
NET INCOME (LOSS) ...........................       (33,165)           5,058,972      (1,044,063)

PREFERRED STOCK DIVIDEND CHARGES ............           --                   --              --
                                               ------------         ------------    ------------

NET INCOME (LOSS) AVAILABLE TO COMMON
   STOCKHOLDERS .............................  $    (33,165)        $  5,058,972    $ (1,044,063)
                                               ============         ============    ============

BASIC EARNINGS PER SHARE

     Loss per share .........................  $     (33.17)                        $      (0.06)
     Shares outstanding .....................         1,000           11,802,000      18,686,627



5


REPUBLIC RESOURCES INC.
PRO FORMA STATEMENT OF OPERATIONS
MARCH 31, 2002

                                                        Sale of Assets to Harken,
                                                          Exchange of Debt/Pfd
                                                  ---------------------------------------
                                                   Republic       Pro Forma      Republic
                                                  Historical     Adjustments    Pro Forma
                                                  ----------     -----------    ---------
                                                                               (Unaudited)
REVENUE:
     Oil and gas sales ......................  $    291,517   $  (291,517) C $      --
     Revenue ................................          --             --            --
                                               -----------    -----------    -----------
                                                    291,517      (291,517)          --

OPERATING COSTS AND EXPENSES:
     Oil and gas production costs ...........        89,933       (89,933) C        --
     General and administrative .............       216,263           --         216,263
     Depreciation, depletion and amortization       189,857      (187,151) C       2,706
     Stock Based Compensation ...............          --             --            --

     Loss on sale of assets .................          --       1,493,024      1,493,024
                                               -----------    -----------    -----------
          Total operating costs and expenses       496,053      1,215,940      1,711,993
                                               -----------    -----------    -----------

INCOME (LOSS) FROM OPERATIONS ...............     (204,536)    (1,507,457)    (1,711,993)

OTHER INCOME (EXPENSES):
     Interest and other income ..............       10,161            --          10,161
     Interest expense .......................      (83,460)        83,264 D         (196)
                                               -----------    -----------    -----------

NET INCOME (LOSS) ...........................     (277,835)    (1,424,193)    (1,702,028)

PREFERRED STOCK DIVIDEND CHARGES ............      (28,624)        28,624 E         --
                                               -----------    -----------    -----------
NET INCOME (LOSS) AVAILABLE TO COMMON
   STOCKHOLDERS .............................  $  (306,459)   $(1,395,569)   $(1,702,028)
                                               ===========    ===========    ===========

BASIC EARNINGS PER SHARE
     Loss per share .........................  $     (0.06)                  $     (0.30)
     Shares outstanding .....................    4,753,147        991,425  F   5,744,572


                                                     ACQUISITION OF ENVIROWALL, INC.
                                                  --------------------------------------
                                                  ENVIROWALL    PRO FORMA      PRO FORMA
                                                  HISTORICAL   ADJUSTMENTS      COMBINED
                                                  ----------   -----------     ---------
                                                                              (Unaudited)
REVENUE:
     Oil and gas sales ......................  $       --      $      --      $      --
     Revenue ................................          --             --             --
                                                -----------    -----------    -----------
                                                       --             --             --

OPERATING COSTS AND EXPENSES:
     Oil and gas production costs ...........          --             --             --
     General and administrative .............       46,722        175,000  K     437,985
     Depreciation, depletion and amortization          --             --           2,706
     Stock Based Compensation ...............          --          83,100  G     134,100
                                                                   51,000  J
     Loss on sale of assets .................          --      (1,493,024) H        --
                                               -----------    -----------    -----------
          Total operating costs and expenses        46,722     (1,183,924)       574,791
                                               -----------    -----------    -----------

INCOME (LOSS) FROM OPERATIONS ...............      (46,722)     1,183,924       (574,791)

OTHER INCOME (EXPENSES):
     Interest and other income ..............         --             --           10,161
     Interest expense .......................       (6,918)          --           (7,114)
                                               -----------    -----------    -----------
NET INCOME (LOSS) ...........................      (53,640)     1,183,924       (571,744)

PREFERRED STOCK DIVIDEND CHARGES ............         --             --             --
                                               -----------    -----------    -----------
NET INCOME (LOSS) AVAILABLE TO COMMON
   STOCKHOLDERS .............................  $   (53,640)   $ 1,183,924    $  (571,744)
                                               ===========    ===========    ===========


BASIC EARNINGS PER SHARE
     Loss per share .........................   $   (53.64)                  $     (0.03)
     Shares outstanding .....................        1,000     11,803,000 G,B 17,547,572
                                                                            J
                                                                   (1,000)  M



6


REPUBLIC RESOURCES INC.
NOTES TO PRO FORMA INFORMATION

A. To reflect: 1) the sale of substantially all of the Company’s oil and gas properties to Harken; and 2) the exchange of substantially all the Convertible Debentures for the Harken common stock received in the sale plus 991,425 shares of Republic common stock. This adjustment assumes the fair value of the Harken Common Stock received in the transaction was approximately $0.86 per share, aggregating $2,275,130. Accordingly, the loss on sale is calculated as follows:

  Net carrying value of assets to be sold to Harken   $ 3,817,644
  Less fair value of Harken Common Stock received at closing     (2,275,130)
  Net purchase price and working capital adjustments associated with the sale  
      (49,490)
  Loss on sale   $ 1,493,024
       =======

B. To reflect the net proceeds from the sale of 2.0 million shares in a private offering.

C. To eliminate the results of operations of the oil and gas properties held for sale as well as record the loss associated with the sale based on the carrying value of the assets sold.

D. To eliminate the interest and the debt issuance costs associated with the Convertible Debentures.

E. To reflect the elimination of the Preferred Stock dividends.

F. To record the additional shares of Republic common stock issued in connection with the Convertible Debenture and Preferred Stock exchanges described above.

G. To record the Acquisition of EnviroWall by issuing 9.548 million shares of Republic common stock. This includes the issuance of 1.7 million common shares to a director of Republic in exchange for a $250,000 promissary note of EnviroWall, including accrued interest of $6,918. A non-cash charge of $83,100 is reflected in the pro forma statements of operations representing the difference between the fair value of the common stock issued and the balance of the promissary note and it’s accrued interest.

H. To eliminate the charges associated with Republic’s operations prior to the Acquisition since the transaction is being accounted for as a reverse merger. None of Republics historical “general and administrative” expenses where eliminated because the Company believes that these or similar costs would have been incurred had EnviroWall been acquired, at the beginning of the periods presented in these pro forma financial statements.

I. To reflect certain cash disbursements made immediately after closing in April 2002.

J. To reflect the issuance of 255,000 shares of common stock in exchange for the cancellation of options and/or warrants underlying 630,000 Republic shares. This resulted in a pro forma non-cash charge of $51,000 representing the fair value of the common stock issued in the transaction.




7


K. To reflect: 1) the payment of $150,000; 2) and issuance of a $25,000 promissary note due December 31, 2002, to Republic’s current CFO that were made at closing as required by certain change in control provisions in his employment contract.

L. To adjust the balances of the equipment and vehicle to their estimated fair values in connection with the Acquisition since the transaction is being accounted for as a reverse merger.

M. To reflect the elimination of all the outstanding stock of EnviroWall in connection with the consolidation.




8


 EX-99 5 rep624028kex99.htm EXHIBIT 99.3--NEWS RELEASE DATED JULY 9, 2002 Republic Resources, Inc. Exhibit 99.3--Press Release

REPUBLIC RESOURCES ANNOUNCES THE
APPOINTMENT OF DR. CLYDE FRANK TO THE BOARD

FOR IMMEDIATE RELEASE - July 9, 2002

Grand Junction, Colorado - - July 9, 2002 - Republic Resources, Inc. (OTC BB: RPRS) announced today Dr. Clyde Frank, Ph.D has been appointed to Company’s Board of Directors to assist the Company in developing its business plan associated with the recent acquisition of EnviroWall, Inc. Dr. Frank has served as the Deputy Assistant Secretary for the Office of Science and Technology at the US Department of Energy, leading Federal efforts to develop innovative, cost-effective solutions to the hazardous waste problems resulting from over 50 years of nuclear waste production.

EnviroWall, a development-stage company headquartered in New Orleans, Louisiana, holds several patents and application technologies to capture, contain and remediate contaminated groundwater. These patents and application technologies are collectively referred to as the “EnviroWall System” and have broad applications, ranging from simple containment and control of contaminated groundwater to more complex designs for groundwater manipulation and treatment.

Dr. Frank stated: “For the last thirty five (35) years, I have had the opportunity to evaluate energy and environmental technologies as a professor, from the viewpoint of the private sector, and as a Civil Servant with the Federal Government. I have been technically involved in the evolution of the EnviroWall System for a number of years and believe that it is the only system that has the ability to economically address containment and/or remediation of groundwater contaminants. Numerous technologies have been proposed, but none equal the maturity of capability of the EnviroWall System as indicated in the results of the US Department of Energy document known as the “Green Book”, which summarizes the results and conclusions of the in-depth testing of a particular environmental technology. The EnviroWall System has the unique capability to economically address the regulatory requirements of all nations. I am truly honored to be chosen as a member of the Board of Directors of Republic Resources, Inc.”

For the past three years, Dr. Frank has served as President of POLUS Technologies, a company that evaluates technologies and their applications to the environmental, occupational and medical fields and addresses technical, management and strategic issues for small and medium sized organizations. Dr. Frank is also serving as a Vice President for POLUS Technologies International, Ltd., an enterprise in Katowice, Poland, whose mission is to address the privatization issues currently facing the Polish government. Dr. Frank’s affiliations and experience will not only facilitate the marketing of the EnviroWall System in the Untied States, but will open up other possibilities in Central and Eastern Europe.

Upon closing the EnviroWall acquisition, Homer C. Osborne and J. Peter Koonce resigned from Republic’s Board of Directors. Therefore, Republic’s Board now consists of Louis B. “Buddy” Breaux, EnviroWall’s founder, Dr. Clyde Frank Ph.D, David A. Melman and Patrick J. Duncan. Mr. Melman was elected Chairman of the Board and appointed President of Republic which is to function as a holding company for its two subsidiaries: EnviroWall, with Mr. Breaux as the President, and High Desert Energy, with Mr. Duncan as President. Mr. Duncan will also serve as Chief Financial Officer of Republic.

For more information regarding this press release or other information regarding the Company, please contact Patrick J. Duncan, at (970) 245-5917 Ext. 11.

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