10QSB

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

FORM 10-QSB

  X     Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 or

____   Transition report pursuant to section 13 or 15(d) or the Securities Exchange Act of 1934

FOR THE QUARTER ENDED SEPTEMBER 30, 2003

Commission File Number 0-6580

(Exact name of small business issuer as specified in its charter)

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

743 Horizon Court, #383
Grand Junction, Colorado 81506
(Address of Principal executive offices)
(970) 245-5917
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock (Par Value $.10 Per Share)

         Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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   X     No ____

     As of November 12, 2003 the registrant had 19,434,240 shares of its $0.10 par value Common Stock issued and outstanding.

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

TABLE OF CONTENTS

THE COMPANY DID NOT OBTAIN A REVIEW OF THESE INTERIM FINANCIAL STATEMENTS BY AN INDEPENDENT ACCOUNTANT USING PROFESSIONAL REVIEW STANDARDS AND PROCEDURES, ALTHOUGH THAT REVIEW IS REQUIRED BY PARAGRAPH (b) OF ITEM 310 OF REGULATION S-B.

	Page
PART I - Financial Information	3
Item 1. Unaudited Financial Statements	3
Consolidated Balance Sheets as of September 30, 2003 and December 31, 2002	3
Consolidated Statements of Operations For the Nine Months Ended
September 30, 2003 and 2002 and Inception to Date	4
Consolidated Statements of Cash Flows For the Nine Months Ended
September 30, 2003 and 2002 and Inception to Date	5
Notes to Consolidated Financial Statements	6
Item 2. Management’s Discussion & Analysis of Financial Condition & Results of Operations
Liquidity and Capital Resources	6
PART II - Other Information
Item 1. Legal Proceedings	7
Item 2. Changes in Securities	7
Item 3. Defaults Upon Senior Securities	7
Item 4. Submission of Matters to a Vote of Security Holders	7
Item 5. Other Information	7
Item 6. Exhibits and Reports on Form 8-K	7
PART III - Signatures and Certifications	8

-2-

PART 1- FINANCIAL INFORMATION
Item 1. Financial Statements

Republic Resources, Inc.
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 2003
(unaudited)

	September 30, 2003		December 31, 2002
ASSETS
CURRENT ASSETS:
Cash and Equivalents	$ 1,720		$ 120,822
Accounts Receivables, net of allowance for doubtful accounts of $7,584	44,959		18,294
Total current assets	46,679		139,116
UNEVALUATED OIL AND GAS PROPERTIES, at cost (full cost method)	49,717		49,717
PROPERTY AND EQUIPMENT:
EnviroWall installation equipment	164,593		150,000
Office equipment	12,416		15,484
Tools & Equipment	2,312		--
Less accumulated depreciation	(26,199	)	(10,970	)
Net property and equipment	153,122		154,514
OTHER ASSETS:
EnviroWall Patents, net of accumulated amortization of $5,613	44,387		47,744
Deposits and other assets	52,538		53,173
	96,925		100,917
TOTAL ASSETS	$ 346,443		$ 444,264
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
CURRENT LIABILITIES:
Convertible debentures	24,500		24,500
Accounts payable	185,983		129,905
Accrued expenses	145,208		73,218
Loan payable to Officer of Company	38,631		--
Total current liabilities	394,322		227,623
LONG-TERM LIABILITIES:
Due to persons affiliated with predecessor company	135,000		135,000
STOCKHOLDERS’ EQUITY (DEFICIT):
Undesignated Preferred Stock, par value $0.01 per share, 505,497 shares
authorized	--		--
Common Stock, par value $0.10 per share, 30,000,000 shares authorized,
19,234,240 shares issued and outstanding	1,923,424		1,933,424
Additional paid-in capital	(1,045,986	)	(1,055,986	)
Accumulated deficit prior to entering the development stage	(151,000	)	(151,000	)
Accumulated deficit during the development stage	(909,317	)	(644,797	)
Total Other Stockholders’ Equity (Deficit)	(182,879	)	81,641
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$ 346,443		$ 444,264

-3-

Republic Resources, Inc.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS

	For the Three Months Ended September 30, 2003		For the Nine Months Ended September 30, 2003		From Jan 1, 2001 through September 30, 2003
REVENUE:
Site evaluation	$ 105,756		$ 105,756		$ 124,050
Costs	72,766		77,766		87,722
Gross profit	32,990		27,990		36,328
OTHER OPERATING COSTS
AND EXPENSES:
General and administrative	139,792		277,392		711,686
Stock based compensation	0		0		157,174
Louisiana franchise taxes	0		0		18,398
Depreciation and amortization	5,440		18,586		31,934
Interest expense	806		2,142		35,336
Total costs and expenses	146,038		298,120		954,528
LOSS FROM OPERATIONS	(113,048	)	(270,130	)	(918,200	)
OTHER INCOME:
Gain on sale of assets	0		2,069		2,114
Interest and other income	3,536		3,541		6,769
Total other income	3,536		5,610		8,883
NET LOSS	$ (109,512	)	$ (264,520	)	$ (909,317	)
BASIC AND DILUTED:
Loss Per Share	$       (0.01	)	$      (0.01	)
Weighted Average Shares Outstanding	19,234,000		19,234,000

-4-

Republic Resources, Inc.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE PERIOD ENDED SEPTEMBER 30, 2003

	For the Nine Months Ended September 30, 2003		From Jan 1, 2001 through September 30, 2003
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$   (264,520	)	$   (909,317	)
Adjustments to reconcile net loss to
net cash used in operating activities:
Stock based compensation	0		157,174
Gain on sale of assets	(2,066	)	(2,111	)
Depreciation and amortization	18,586		31,934
Changes in operating assets and liabilities:
(Increase) decrease in:
Accounts receivable	(26,665	)	9,049
Prepaid expenses and other	(2,538	)	12,547
Other assets	3,073		3,073
Increase (decrease) in:
Accounts payable	53,460		115,341
Accrued expenses	74,607		(37,639	)
Net cash used in operating activities	(146,063	)	(619,949	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of assets	5,234		86,134
Purchase of office equipment and tools	(2,311	)	(26,711	)
Purchase of patent interest	0		(50,000	)
Purchase of patent interest and equipment	(14,593	)	(164,593	)
Net cash provided by (used in) investing activities	(11,670	)	(155,170	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Loan from Company Officer	38,631		38,631
Proceeds from note payable	0		250,000
Proceeds from the sale of common stock	0		500,000
Offering costs	0		(14,193	)
Payments on account to an affiliated entity	0		(15,000	)
Payments of note payable	0		(25,000	)
Net remaining cash prior to acquisition of EnviroWall	0		42,401
Net cash provided by financing activities	38,631		776,839
NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS	(119,102	)	1,720
CASH AND EQUIVALENTS, beginning of period	120,822		0
CASH AND EQUIVALENTS, end of period	$       1,720		$      1,720
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest	$            679		$            2,287
Cash paid for income taxes	$               --		$                  --
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES:
Conversion of note payable and accrued interest
into common stock	$                --		$      263,836

-5-

PART 1- FINANCIAL INFORMATION, Continuted

Item 1. Notes to Consolidated Financial Statements

THE COMPANY DID NOT OBTAIN A REVIEW OF THESE INTERIM FINANCIAL STATEMENTS BY AN INDEPENDENT ACCOUNTANT USING PROFESSIONAL REVIEW STANDARDS AND PROCEDURES, ALTHOUGH THAT REVIEW IS REQUIRED BY PARAGRAPH (b) OF ITEM 310 OF REGULATION S-B.

Footnote 1 — Basis of Presentation:

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information. They do not include all information and notes required by generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there has been no material change in the information disclosed in the notes to consolidated financial statements included in our Annual Report on Form 10-KSB for the year ended December 31, 2002. In our opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the periods presented are not necessarily indicative of the results that may be expected for the full year.

The accounting policies we followed are set forth in Note 1 to our financial statements in Form 10-KSB for the year ended December 31, 2002. We suggest that these financial statements be read in conjunction with the financial statements and notes included in the Form 10-KSB.

ITEM 2 — MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

LIQUIDITY AND CAPITAL RESOURCES

Acquisition of EnviroWall, Inc.

On June 24, 2002, the Company completed the acquisition of EnviroWall, Inc., a Louisiana corporation (“EnviroWall”), that holds the license to several patents and application technologies to capture, contain, and remediate contaminated groundwater. These patents and application technologies are collectively known 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. The system provides for the vertical installation of high density polyethylene to first seal the area and then allow for the second phase, which is the treatment of contaminated groundwater. It has been thoroughly tested at U.S. Government sites for a period of years and, in each case, met all contractor objectives.

Since completing the acquisition, the Company concentrated its efforts to establish a market for the EnviroWall System, specifically targeting state and federal agencies as well as certain business enterprises that are required to contain and/or dispose of contaminated groundwater. On June 19, 2003 the Company was awarded its first contract to install a system at the Michoud, Louisiana National Aeronautics and Space Administration (NASA) facility operated by Lockheed Martin. The physical operation to create a permeable reactive barrier commenced early in August and was to be concluded in late September. Subsequently, Lockheed Martin requested additions to the original scope of the contract which has increased the value of the contract but has extended the final completion date to late November 2003. As of September 30, 2003, the contract was approximately 50% complete. Inquiries from several companies with possible groundwater problems have been received as a result of this first contract. Further, Lockheed Martin has informed the Company that it is satisfied with the Company’s performance at the Michoud facility and is considering further projects for the Company.

Going Concern and Need for Additional Capital

The Company has a negative working capital position and very little liquidity. If we are unable to raise additional capital, secure additional significant contracts to either install the EnviroWall System or provide other earthwork services, or obtain other financing to sustain future activities, it is unlikely we will be able to continue as a going concern. Should this be the case, we will attempt to sell the Company (or its assets) and liquidate.

-6-

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

We may from time to time be involved in various claims, lawsuits disputes with third parties, actions involving allegations of discrimination, or breach of contract incidental to the operation of its business. At September 30, 2003 and as of the date of this report, the Company has been served with a collection notice in the amount of $18,516.95 by the State of Louisiana for interest and penalties on the late payment of franchise taxes for the years ended December 31, 1999, 2000 and 2001.

Item 2. Change in Securities.

No securities were issued during the period covered by this report. However, as previously reported, on August 14, 2003 Messrs. Roderick K. West and J. Patrick Collins were appointed to fill vacant seats on the Board of Directors and each were awarded 100,000 shares of common stock which were issued in October 2003.

Item 3. Defaults Upon Senior Securities

(a) Company debentures, not previously redeemed, in the amount of $24,500, with interest accrued of $2,016, were to be paid off at April 15, 2003. The company did not have, nor does it have at the current time, sufficient capital to repay the debt. When cash from revenue or other financing is available, the debentures will be redeemed.

(b) There has been no material default in the payment of dividends for any class of preferred stock during the period covered by this report.

Item 4. Submission of Matters to a Vote of Security Holders.

No matter was submitted to a vote of our security holders during the period covered by this report.

Item 5. Other Information

On June 10, 2003, the State of Louisiana enacted legislation which the Company believes could create demand for installation of the EnviroWall System. Bill H.B. No. 1170 requires that the Louisiana Department of Environmental Quality not approve innovative technologies for the containment of contaminated groundwater unless it is, at a minimum, as effective as horizontal or vertical high density polyethylene.

The Company is delinquent in its filings of the U.S. Corporation Income Tax Return and other state tax returns for the calendar year 2002. There will not be any amount due to the U.S. Government and only nominal amounts due to any states.

We intend to consider acquiring an interest in a private business using shares of an inactive wholly-owned subsidiary corporation, and then distributing most of the interest to our shareholders. We have discussed such a transaction with several businesses but no agreement has been reached.

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits:

The following exhibit is filed with this report:

31.1 Certification by David A. Melman, the Company’ Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2 Certification by Robert A. Maczewski, the Company’s Principal Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1 Certification by Robert A. Maczewski, the Company’s Principal Accounting Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2 Certification by Louis B. Breaux, the Company’s Principal Operating Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(b) Reports on Form 8K:

We filed no reports on Form 8-k during the quarter ended September 30, 2003, or through the date of this report.

-7-

SIGNATURES

         In accordance with Section 13 or 15 (d) of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

REPUBLIC RESOURCES, INC.

Date: November 14, 2003 By: /s/    Robert A. Maczewski                       
              Robert A. Maczewski
              Chief Financial Officer

-8-

EX-31

EXHIBIT 31.1

CERTIFICATION

I, David A. Melman, Chief Executive Officer of Republic Resources, Inc., certify that:

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

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

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

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

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

(b) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the registrant's board of directors:

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 14, 2003

/s/    David A. Melman                       
David A. Melman
Chief Executive Officer

EX-31

EXHIBIT 31.2

CERTIFICATION

I, I, Robert A. Maczewski, Principal Accounting Officer of Republic Resources, Inc., certify that:

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

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

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

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

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

(b) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the registrant's board of directors:

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 14, 2003

/s/     Robert A. Maczewski                      
Robert A. Maczewski
Principal Accounting Officer

EX-32

EXHIBIT 32.1

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

In connection with the quarterly report of Republic Resources, Inc. (the “Company”), on Form 10-QSB for the quarter ended September 30, 2003, (the “Report”), I, Robert A. Maczewski, Principal Accounting Officer of the Company, certify, based on my knowledge, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1) the Report fully complies with the requirement of Section 13(a) of the Securities Exchange Act of 1934; and

2) the information contained in the Report fairly presents, in all material respects, the Company’s financial position and results of operations.

By: /s/ Robert A. Maczewski    
Robert A. Maczewski
Principal Accounting Officer

Dated: November 14, 2003

EX-32

EXHIBIT 32.2

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

In connection with the quarterly report of Republic Resources, Inc. (the “Company”), on Form 10-QSB for the quarter ended September 30, 2003, (the “Report”), I, Louis B. Breaux, the Principal Operating Officer of the Company, certify, based on my knowledge, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1) the Report fully complies with the requirement of Section 13(a) of the Securities Exchange Act of 1934; and

2) the information contained in the Report fairly presents, in all material respects, the Company’s financial position and results of operations.

By: /s/ Louis B. Breaux    
Louis B. Breaux
Principal Operating Officer

Dated: November 14, 2003