10QSB 1 republic9300310q.htm SEPTEMBER 30, 2003 FORM 10-QSB Republic Resources, Inc. September 30, 2003 Form 10-QSB

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

republic logo

(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-