**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                of1934                                                                                   or**
**                Transition report pursuant to section 13 or 15(d) or the Securities Exchange Act                of1934**
**FOR THE QUARTER ENDED SEPTEMBER 30, 2002**
**Commission File Number 0-6580**
(Exact name of small business issuer as specified in its charter)
**Nevada**(State or other jurisdiction ofincorporation or organization)
**87-0285520**(I.R.S. EmployerIdentification Number)
**743 Horizon Court, Suite 333Grand Junction, Colorado 81506**(Address of Principal executive offices)**(970) 245-5917**(Registrant's telephone number, including area code)
	            Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrantwas 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 11, 2002 the registrant had 19,334,240 shares of its $0.10 par value Common Stock issuedand outstanding.            Transitional Small Business Issuer Disclosure Format (check one):  Yes     No **X **
 
**TABLE OF CONTENTS****PART I - Financial Information****Page**
3  Item 1.  Unaudited Financial Statements3    Consolidated Balance Sheet as of September 30, 20023    Consolidated Statements of Operations For the Three and Nine Months Ended          September 30, 2002 and 2001, and for the period January 1, 2001 through           September 30, 20024    Consolidated Statements of Cash Flows For the Three and Nine Months Ended          September 30, 2002 and 2001, and for the period January 1, 2001 through           September 30, 2002 5    Notes to Consolidated Financial Statements6**  Item 2.  Mgt's Discussion & Analysis of Financial Condition & Results      of Operations**    Liquidity and Capital Resources7      Acquisition of EnviroWall7      Summary of Transactions Completed Prior to the EnviroWall Acquisition7      Going Concern and Need for Additional Capital8      Sale of Oil and Gas Assets8    Results of Operations8      Overview8      Revenue9      Stock Based Compensation9      General and Administrative Expenses9**  Item 3.  Controls and Procedures**9**PART II - Other Information**10  Item 1.  Legal Proceedings10  Item 2.  Changes in Securities10  Item 3.  Defaults Upon Senior Securities11  Item 4.  Submission of Matters to a Vote of Security Holders11  Item 5.  Other Information11  Item 6.  Exhibits and Reports on Form 8-K11**PART III - Signatures and Certifications**12
 

**PART 1- FINANCIAL INFORMATION****ITEM 1.  FINANCIAL STATEMENTS**

**Republic Resources, Inc.(A Development Stage Company)CONSOLIDATED BALANCE SHEET(unaudited)****September 30,**
**ASSETS****       2002       **CURRENT ASSETS:**  Cash and equivalents$      218,459   Accounts receivable47,259   Prepaid expenses and other          10,213      *Total current assets*        275,931 **OIL AND GAS PROPERTIES, **at cost (full cost method)  Unevaluated properties98,695   Costs being amortized                   -      * Total oil and gas properties*98,695   Less accumulated amortization and impairment                    -      *Net oil and gas properties*                     98,695  **PROPERTY AND EQUIPMENT:**  EnviroWall installation equipment150,000   Office equipment13,818    Less accumulated depreciation              (5,395)     *Net property and equipment*        158,423 **OTHER ASSETS:**  EnviroWall Patents, net of accumulated amortization        of $1,13748,863   Deposits and other          61,403      *Total other assets*        110,266 **TOTAL ASSETS**$      643,315 
**LIABILITIES AND STOCKHOLDERS' EQUITY****CURRENT LIABILITIES:**  Convertible debentures $        24,500   Note payable to officer 25,000    Accounts payable126,846   Accrued expenses128,751    Due to an affiliated entity        135,000      *Total current liabilities*                 440,097 **STOCKHOLDERS' EQUITY:**   Undesignated Preferred Stock, par value $0.01 per share,           505,497 shares authorized.-    Common Stock, par value $0.10 per share, 30        million shares authorized, 19,334,240 shares issued        and outstanding1,933,424    Additional paid-in capital(1,055,986)   Accumulated deficit prior to entering the development stage(151,000)   Accumulated deficit during the development stage      (523,220)       *Total Other Stockholders' Equity*        203,218 **TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY**$      643,315   
 

**Republic Resources, Inc.(A Development Stage Company)CONSOLIDATED STATEMENTS OF OPERATIONS(unaudited)****For the  Three Months  Ended Sept 30,****For the  Nine Months  Ended Sept 30,****From Jan 1, 2001  through Sept 30,****        2002        ****        2002        ****        2002        ****REVENUE:**  Site evaluation$        18,294 $        18,294 $        18,294   Costs of evaluation            (9,661)                   (9,661)                  (9,661)*Net revenue*                     8,633                       8,633                      8,633  **COSTS AND EXPENSES:**  General and administrative213,478 304,885 338,050    Stock based compensation30,000  157,174 157,174      Louisiana franchise taxes 18,398   18,398   18,398      Depreciation and amortization 6,608  6,608  6,608      Interest expense                 679          14,515                  14,515        *Total costs and expenses*      269,163       501,580            534,745  **OTHER INCOME:**  Gain on sale of assets791  791  791   Interest and other income                     2,101                             2,101                     2,101 *      Total other income*                     2,892                      2,892                     2,892 **NET LOSS**$   (257,638)  $   (490,055)  $   (523,220)  **BASIC AND DILUTED:**  Loss Per Share$          (0.01)$          (0.05)  Weighted Average Shares        Outstanding19,245,110 10,741,129 
 

**Republic Resources, Inc.(A Development Stage Company)CONSOLIDATED STATEMENTS OF CASH FLOWS(unaudited)**
**For the Nine MonthsEnded Sept 30,**
**From Jan 1, 2001through Sept 30,**
**            2002           **
**           2002          ****CASH FLOWS FROM OPERATING ACTIVITIES:**  Net loss$   (490,055)$    (523,220)  Adjustments to reconcile net loss to net cash used in        operating activities:       Stock based compensation157,174 157,174        Gain on sale of assets (791) (791)       Depreciation and amortization 6,608  6,608   Changes in operating assets and liabilities:    (Increase) decrease in:       Accounts receivable6,749 6,749        Prepaid expenses and other(3,358)(3,358)    Increase (decrease) in:       Accounts payable(72,119)(69,501)       Accrued expenses        71,610         71,610           Net cash used in operating activities     (324,182)    (354,729)**CASH FLOWS FROM INVESTING      ACTIVITIES:**  Proceeds from sale of assets20,034 20,034   Purchase of office equipment(10,054)(10,054)  Purchase of patent interest and equipment                  -     (200,000)     Net cash used in investing activities          9,980     (190,020)**CASH FLOWS FROM FINANCING      ACTIVITIES:**  Proceeds from note payable- 250,000   Proceeds from the sale of common stock500,000 500,000   Offering costs(14,193)(14,193)  Payments on account to an affiliated entity(15,000)(15,000)  Net cash remaining prior to acquisition of EnviroWall        42,401         42,401      Net cash provided by financing activities      513,208       763,208 **NET INCREASE IN CASH AND EQUIVALENTS**199,006 218,459 **CASH AND EQUIVALENTS, beginning of period**        19,453                     - **CASH AND EQUIVALENTS, end of period**$    218,459 $    218,459 **SUPPLEMENTAL DISCLOSURE OF      CASH FLOW INFORMATION:**  Cash paid for interest$            679 $            679   Cash paid for income taxes$                  - $                  - **SUPPLEMENTAL DISCLOSURE OF      NON-CASH FINANCING ACTIVITIES:**  Conversion of note payable and accrued interest        into common stock$     263,836 $     263,836 
 

**Republic Resources, Inc.(A Development Stage Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(unaudited)**
**Note 1 - Basis of Presentation:**The accompanying unaudited condensed consolidated financial statements have been prepared in accordance withgenerally accepted accounting principles for interim financial information.  They do not include all information and notesrequired by generally accepted accounting principles for complete financial statements.  However, except as disclosedherein, there has been no material change in the information disclosed in the notes to consolidated financialstatements included in our Annual Report on Form 10-KSB/A for the year ended December 31, 2001.  In our opinion,all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have beenincluded.  Operating results for the periods presented are not necessarily indicative of the results that may be expectedfor the full year.On June 24, 2002, the Company completed the acquisition of EnviroWall, Inc. a Louisiana corporation ("EnviroWall"),that holds the patented rights for a unique application technology to contain, capture and/or remediate contaminatedground water.  As consideration for the acquisition of EnviroWall, the Company issued to the sole stockholder ofEnviroWall, and persons designated by him, a total of 7,848,000 shares of the Company's common stock.  In addition,the Company issued 1,700,000 shares of its common stock in exchange for cancellation of an outstanding convertiblenote of EnviroWall owed to David A. Melman, a director of the Company.  The acquisition is being accounted for asa "reverse merger" for financial statement reporting purposes since, among other things, the shares issued inconnection with the transaction represent a majority of the outstanding common stock.  In accounting for a reversemerger, the financial statement presentation is as if EnviroWall had acquired the Company under the purchaseaccounting rules.  Accordingly, the results of operations and cash flows for the periods presented represent the activityof EnviroWall only prior to June 24, 2002, and those of the consolidated entity thereafter.  The results of operationsand cash flows of the Company prior to the acquisition were eliminated upon completing the acquisition.
EnviroWall's historical financial statements, as well as a more thorough discussion of the transaction, is included ina Form 8-K/A that was filed with the U.S. Securities and Exchange Commission ("SEC") on or about September 30,2002. In addition, the  accounting policies we followed are set forth in Note 1 to our most recent annual financialstatements in Form 10-KSB/A for the year ended December 31, 2001 that was filed on or about April 29, 2002.  Wesuggest that these interim financial statements be read in conjunction with the financial statements and notes includedin the aforementioned filings with the SEC.
**ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONAND 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 contain, capture and/or remediatecontaminated groundwater.  These patents and application technologies are collectively known as the "EnviroWallSystem" and have broad applications ranging from simple containment and control of contaminated groundwater tomore complex designs for groundwater manipulation and treatment.EnviroWall was incorporated in February 1994, to act as a holding company for Barrier Member ContainmentCorporation ("BMC"), a sister company with common ownership.  BMC was originally formed in 1990 to conduct theresearch and development for what is now being referred to as the EnviroWall System.Once the EnviroWall System was sufficiently developed, EnviroWall was formed and BMC became the operating entityto conduct the installations on a commercial basis.  At that time EnviroWall was not considered a development stageenterprise 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 EnviroWall System.
To provide working capital for operations, EnviroWall initially had borrowed $590,000 in June 1994 from MorganFranklin Fund, Ltd. ("MFF"), a venture capital group.  Cash flow from operations did not support servicing the entiredebt 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 andEnviroWall, including a 1%  interest in the all the patents protecting the Technology.EnviroWall essentially lay dormant after MFF's foreclose until late in 2001 when it was able to borrow $250,000 froma director of Republic and attempt to reestablish its business. EnviroWall used $200,000 of these funds to repurchaseall the assets seized by MFF in the 1996 foreclosure.  For financial statement reporting purposes, this purchase pricewas allocated as follows: Equipment - $150,000; Patents - $50,000.  Such factors as the original cost of the items, thecurrent estimated replacement cost and other factors were considered in making the allocation.For financial statement reporting purposes, EnviroWall has been considered a development stage company ever sinceit came out of dormancy in 2001.   As previously discussed in Note 1 of the financial statements under the caption"Basis of Presentation" the acquisition was accounted for as a "reverse merger".The Company is currently attempting to establish a market for the EnviroWall System, specifically targeting local, stateand federal agencies as well as certain business enterprises that need to contain and/or dispose of contaminatedgroundwater.  We plan to devote substantially all our future efforts to commercialize the EnviroWall System and believethe acquisition of EnviroWall will afford Republic an opportunity to provide a future return for our common stockholders.The completion of the acquisition of EnviroWall was subject to, among other matters, the receipt of at least $500,000in proceeds from the sale of shares of the Company's common stock in a private placement.  Simultaneous with thecompletion of the EnviroWall acquisition, the Company issued 2.0 million shares of stock to 14 accredited investorsat a price of $.25 per share.******Summary Of Transactions Completed Prior To The EnviroWall Acquisition*****   ******Sale of Substantially All of Our Assets***        On April 4, 2002, we completed the sale of substantially all our assets to Harken Energy        Corporation ("Harken") in exchange for: a) 2,645,500 shares of Harken common stock;        and b) a potential Contingent Payment based on an evaluation of the unproved assets        conveyed in the sale at a later date.  The assets soldto Harken consisted of all our proved        and revenue generating oil and gas assets along with all of ourexploratory prospects or        "prospect inventory" located in Jackson County, Texas.  The unproved assets werenot        given any initial value in the transaction with Harken but will be evaluated at the end of 2003        using a "lookback formula" as defined in the Contingent Payment Agreement.  If warranted,        an additional payment of either cash and/or Harken common stock will be made in 2004.        However, Republic will not be the beneficiaryof any future payment associated with this        Contingent Payment because it was assigned to theformer holdersof our Series C        Preferred Stock in connection with the exchange discussed below.***   ******Exchange of Preferred Stock***        In anticipation of the asset sale to Harken, the holders of our Preferred Stock agreed to        exchange all the outstanding Series C for 3.4 million shares of newly issued Republic        common stock plus the assignment of the Contingent Payment Agreement associated        with the Harken transaction.  The Series C Preferred Stockwas exchanged and retired        effective February 11, 2002.***   ******Exchange of Harken Common Stock for Outstanding Debt***        Effective April 4, 2002, in connection with the asset sale to Harken, holders representing        over 98% of our outstanding convertible debentures agreed to surrender his or her        Debenture in exchange for a pro-rata distribution of: a) substantially all the Harken        Common Stock received in the asset sale (the Company onlyretained 24,500 shares        of the Harken common stock); and b) 991,425 shares of newly issued Republiccommon        stock.  As a result of this exchange only $24,500 of the convertible debentures remain        outstanding as of the date of this report.***Going Concern and Need for Additional Capital***As a result of the asset sale to Harken, and the Preferred Stock and Debenture exchangesdescribed above, we haveeliminated a significant amount of our long-term debt and otherobligations.  However, attempts to market theEnviroWall System have not yet been successfuland the Company cannot assess the possibility that a significantcontract will be secured in thenear future.  In October 2002, the Company's board of directors decided to pursuebiddingon other services outside of the EnviroWall System that related to excavation, trenching andother earthworkservices.  Mr. Breaux, EnviroWall's president, has an extensive history inthese areas, performing this type of workprior to developing the EnviroWall System.  Theseadditional efforts are being put forth in an attempt to generate arevenue and cash flow streamwhile the EnviroWall System is being marketed.  However, the Company can give noassurancethat any bids for the either the EnviroWall System or the general earthwork services will beawarded or ifsuch contracts, if awarded, can be performed on a profitable basis or at a levelthat would sustain the Company'scontinuing working capital needs.Our current working capital is expected to sustain the Company for only a few months. If weare unable to raiseadditional capital, secure a significant contract to either install the EnviroWallSystem and/or provide other earthworkservices, or find another way to provide working capitalfor future activities sometime in the near future, it is unlikelywe will be able to continue as a goingconcern.  Should this be the case, we will need to either sell the Company (orits assets), liquidateor seek protection under the federal bankruptcy laws.***Sale of Oil and Gas Assets***The Company owned interests in three separate oil and gas prospect areas in Utah. Due to the lack of working capitalnecessary to fully exploit these assets, the Company has sold two of these interests.  The first prospect, known asthe Cactus Rose Prospect, was sold in August 2002 for $10,600 and the other prospect, known as the ThompsonCanyon prospect, was sold in October 2002 for $68,000.  There is no impact on the company's statement ofoperations from these transactions since the total proceeds received form the sales were credited to the full cost pooland were approximately equal to the carrying costs of the corresponding assets.  The Company is attempting to sellthe acreage in the one remaining prospect area which, for financial statement reporting purposes, has a net carryingvalue of approximately $48,000 as of the date of this report.**RESULTS OF OPERATIONS****Overview**We had a loss during the three months ended September 30, 2002 of $257,638, and a loss for the nine months thenended of $490,055, both determined using purchase accounting as a result of the acquisition of EnviroWall at the endof the second quarter.  In our Form 10-QSB for the quarter ended March 31, 2002 we showed a net loss of $306,459.The sale of all or our producing oil and gas properties was completed April 4, 2002 and our first quarter report includedoil and gas operations.  However, as a result of the accounting adjustments made in connection with our acquisitionof EnviroWall discussed above, our results of operations as reflected in this report have been changed to reflect thereverse merger accounting.
**Revenue**We billed $18,294 during the third quarter of 2002 in connection with performing a "Phase II" environmental evaluation.The costs associated with this evaluation totaled $9,661 thereby generating net revenue for the period of $8,633.**Stock Based Compensation**Upon closing the EnviroWall acquisition, we issued 1.7 million common shares to a director of Republic in exchangefor a promissary note with a face value of $250,000 owed by EnviroWall.  The exchange also included the accruedinterest of $13,836.  A non-cash stock based compensation charge of $76,174 is included in the statements ofoperations in 2002 representing the difference between the fair value of the common stock issued and the balanceof the promissary note and it's accrued interest.Also at the time of closing the EnviroWall acquisition, we issued 255,000 shares of common stock to four of ourdirectors in exchange for the cancellation of their outstanding options and/or warrants underlying 630,000 Republicshares.  This resulted in a non-cash stock based compensation charge of $51,000 representing the fair value of thecommon stock issued in the transaction for the periods presented in 2002.In August 2002, the Company's two new directors, Clyde W. Frank PhD. and Thomas H. Normile, were each granted100,000 shares of common stock in consideration for serving as a director.  A non-cash stock based compensationcharge of $30,000 was recorded during the third quarter of 2002 representing the fair value of the common stockissued in the transaction.**General and Administrative Expenses**The Company's general and administrative expenses for the three months ended September 30, 2002, were $213,478,and $304,885 for the nine months then ended.  In October 2002, the Company's board of directors initiated steps toreduce the Company's "burn" rate of cash including reducing the amount of the officers cash compensation, reducingthe pay for certain consultants, waived the directors monthly cash fees and eliminated some other administrative costs.The Company expects that the general, administrative and other overhead costs for the fourth quarter of 2002 will bebetween $40,000 and $50,000 per month.**ITEM 3 - CONTROLS AND PROCEDURES**
With the participation of management, the Company's chief executive officer and chief financial officer evaluated theCompany's disclosure controls and procedures on November 5, 2002.  Based on this evaluation, the chief executiveofficer and the chief financial officer  concluded that the disclosure controls and procedures are effective in connectionwith the Company's filing of its quarterly report on Form 10-QSB for the quarterly period ended September 30, 2002.Subsequent to November 5, 2002, through the date of this filing of Form 10-QSB for the quarterly period endedSeptember 30, 2002, there have been no significant changes in the Company's internal controls or in other  factorsthat could significantly affect these controls, including any significant deficiencies or material weaknesses of internalcontrols that would require corrective action.
**PART II - OTHER INFORMATION****Item 1. Legal Proceedings**At September 30, 2002 and as of the date of this report, we were not involved in any litigation which we believe couldhave a materially adverse effect on our financial condition or results of operations.**Item 2. Change in Securities.**    (a)     Recent Sales of Unregistered Securities.  The Company issued the following securitieswithout registrationunder the Securities Act of 1933, as amended ("Securities Act") during thenine months ended September 30, 2002and through the date of this report:        1.     On February 11, 2002, six entities (Kayne Anderson Diversified Capital Partners,               Arbco Associates, L.P., Kayne Anderson Non-Traditional Investments, L.P.,               Kayne Anderson Capital Partners, L.P., Bellsouth Master Pension Trust, and               Metropolitan Life Insurance Co.), representing all the holdersof the Company's               Series C Preferred stock ("Series C"), exchanged all of the outstanding Series C,               including accrued and unpaid dividends of $153,003 for 3.4 million shares of               restricted common stock. Certificates, representing the shares issued in the               exchange, were restricted and each included a restrictive legend prohibiting               transfer of the securities without compliance with applicable securities laws.  The               Company relied upon Section 4(2) of the Securities Act in issuing the securities               without registration.  The institutions to whom the securities were issued had full               information concerning the business and affairs of the Company.  No underwriter               or other sales agent participated in theexchange.        2.     On April 4, 2002, in connection with the asset sale to Harken, we issued               991,425 shares of restricted common stock to 85 persons holding over               98% of our outstanding convertible debentures in partial exchange for               surrender and cancellation of $2,621,000 in debentures. Certificates,               representing the shares issued in the exchange were restricted and each               included a restrictive legend prohibitingtransfer of the securities without               compliance with applicable securities laws.  Each of the holdersqualified as               an "Accredited Investor" as defined under Regulation D under the Securities               Act, and theCompany relied upon Rule 506 of that Regulation and Section               4(2) of the Securities Act in issuing thesecurities without registration.  No               underwriter or other sales agent participated in the exchange.        3.     On June 24, 2002, in connection with the acquisition of EnviroWall, we               issued 7,848,000 shares of restricted common stock to 5 persons, as               designated by EnviroWall's sole shareholder, in exchangefor all the               outstanding stock of EnviroWall. Certificates, representing the shares               issued in theexchange, were restricted and each included a restrictive               legend prohibiting transfer of the securitieswithout compliance with               applicable securities laws.  The Company relied upon Section 4(2) of the               Securities Act in issuing the securities without registration.  The persons to               whom the securities wereissued had full information concerning the               business and affairs of the Company.  No underwriter orother sales               agent participated in the exchange.        4.     On June 24, 2002, also in connection with the acquisition of EnviroWall,               we issued 1,700,000 shares of restricted common stock to David A.               Melman, a director of Republic, in exchange for cancellation of an               outstanding convertible note of EnviroWall owed to Mr. Melman.               Certificates, representing the shares issued in the exchange, were restricted               and each included a restrictive legend prohibitingtransfer of the securities               without compliance with applicable securities laws.  The Company relied               upon Section 4(2) of the Securities Act in issuing the securities without               registration.  No underwriteror other sales agent participated in the exchange.        5.     On June 24, 2002, at the time of completing the EnviroWall acquisition, we               issued a total of 255,000 shares of restricted common stock to four directors               of Republic in exchange for cancellation of outstanding warrants entitling the               directors to purchase common stock. Certificates, representing the shares               issued in the exchange were restricted and each included a restrictive legend               prohibitingtransfer of the securities without compliance with applicable               securities laws.  Each of the holdersqualified as an "Accredited Investor" as               defined under Regulation D under the Securities Act, and theCompany relied               upon Rule 506 of that Regulation and Section 4(2) of the Securities Act in               issuing thesecurities without registration.  No underwriter or other sales agent               participated in the exchange.
	        6.     On June 24, 2002, we issued a total of 2,000,000 shares of restricted common               stock to fourteen individuals or entities in connection with a private placement               of common stock. Certificates, representing the shares issued in the exchange               were restricted and each included a restrictive legend prohibiting transfer of the               securities without compliance with applicable securities laws.  Each of the               purchasers qualified as an "Accredited Investor" as defined under Regulation               D under the Securities Act, and the Company relied upon Rule 506 of that               Regulation and Section 4(2) of the Securities Act in issuing the securities               without registration.  No underwriter or other sales agent participated in the               exchange.        7.     On August 10, 2002, we issued a total of 200,000 shares of restricted               common stock to two directors of Republic in consideration for serving               as a director. Certificates, representing the shares issued inthe exchange               were restricted and each included a restrictive legend prohibiting transfer               of thesecurities without compliance with applicable securities laws.  Each               of the holders qualified as an"Accredited Investor" as defined under               Regulation D under the Securities Act, and the Company reliedupon Rule               506 of that Regulation and Section 4(2) of the Securities Act in issuing the               securitieswithout registration.  No underwriter or other sales agent               participated in the exchange.**Item 3. Defaults Upon Senior Securities**
	    (a)     There has been no material default in the payment of principal, interest, or any other material default, withrespect to any indebtedness of the small business issuer during the period covered by this report.    (b)     There has been no material default in the payment of dividends for any class of preferred stock duringthe 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**Mr. Patrick J. Duncan, our Chief Financial Officer, resigned as an officer and director of the Company and itssubsidiaries with an effective date of November 15, 2002.  There were no disagreements between Mr. Duncan andthe Company's management and directors relating to accounting or any other matters.  There is no other informationreportable under this item for the period covered by this report.**Item 6. Exhibits and Reports on Form 8-K**    (a)     The following exhibits are filed with this report:        1.     Exhibit 99.1, "Certification Pursuant To 18 U.S.C. Section 1350, as Adopted Pursuant               to Section 906 of the Sarbanes-Oxley Act of 2002" for David A. Melman the               Company's Principal Executive Officer.        2.     Exhibit 99.2, "Certification Pursuant To 18 U.S.C. Section 1350, as Adopted Pursuant               to Section 906 of the Sarbanes-Oxley Act of 2002" for Patrick J. Duncan the               Company's Principal Financial Officer.    (b)         We filed the following reports on Form 8-K for the period covered by this report.** # ****ItemReported**            Date          ****                               Financial Statements                                 **3.1,2,7July 3, 2002The Historical Financial Statements of EnviroWall, Inc.  and Pro Forma Financial Statements reflecting the  acquisition of EnviroWall, Inc. were omitted.4.1,2,7August 16, 2002Amendment to include Historical Financial Statements of  EnviroWall, Inc. and Pro Forma Financial Statements  reflecting the acquisition of EnviroWall, Inc. which was  completed June 24, 2002.4.1,2,7September 30, 2002This was an Amendment to the 8-K filed on August 16, 2002.Includes Historical Financial Statements of  EnviroWall, Inc. andPro Forma Financial Statements  reflecting the acquisition ofEnviroWall, Inc. which was  completed June 24, 2002. 
**SIGNATURES**
In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant caused this report to be signed on itsbehalf by the undersigned, thereunto duly authorized.
**REPUBLIC RESOURCES, INC.**
Date: November 11, 2002                By:/s/ Patrick J. Duncan                                                             Patrick J. Duncan                                                             As the Principal Financial Officer, CFO and Treasurer
**CERTIFICATION**
I, David A. Melman, Principal Executive Officer of Republic Resources, Inc., certify that:1.   I have reviewed this quarterly report on Form 10-Q of Republic Resources, Inc.;2.   Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit tostate a material fact necessary to make the statements made, in light of the circumstances under which suchstatements were made, not misleading with respect to the period covered by this quarterly report; and3.   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 asof, and for, the periods presented in this quarterly report.4.   The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controlsand procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:    (a) designed such disclosure controls and procedures to ensure that material information relating to the registrant,including its consolidated subsidiaries, is made known to us by others within those entities, particularly during theperiod in which this quarterly report is being prepared;    (b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 daysprior to the filing date of this quarterly report (the "Evaluation Date"); and    (c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls andprocedures based on our evaluation as of the Evaluation Date;5.   The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to theregistrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalentfunction):    (a) all significant deficiencies in the design or operation of internal controls which could adversely affect theregistrant's ability to record, process, summarize and report financial data and have identified for the registrant'sauditors any material weaknesses in internal controls; and    (b) any fraud, whether or not material, that involves management or other employees who have a significant rolein the registrant's internal controls; and6.   The registrant's other certifying officers and I have indicated in this quarterly report whether or not there weresignificant changes in internal controls or in other factors that could significantly affect internal controls subsequentto the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies andmaterial weaknesses.Date:    November 11, 2002/s/ David A. MelmanDavid A. MelmanPrincipal Executive Officer
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**CERTIFICATION**
I, Patrick J. Duncan, Principal Financial Officer of Republic Resources, Inc., certify that:1.   I have reviewed this quarterly report on Form 10-Q of Republic Resources, Inc.;2.   Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit tostate a material fact necessary to make the statements made, in light of the circumstances under which suchstatements were made, not misleading with respect to the period covered by this quarterly report; and3.   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 asof, and for, the periods presented in this quarterly report.4.   The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controlsand procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:    (a) designed such disclosure controls and procedures to ensure that material information relating to the registrant,including its consolidated subsidiaries, is made known to us by others within those entities, particularly during theperiod in which this quarterly report is being prepared;    (b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 daysprior to the filing date of this quarterly report (the "Evaluation Date"); and    (c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls andprocedures based on our evaluation as of the Evaluation Date;5.   The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to theregistrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalentfunction):    (a) all significant deficiencies in the design or operation of internal controls which could adversely affect theregistrant's ability to record, process, summarize and report financial data and have identified for the registrant'sauditors any material weaknesses in internal controls; and    (b) any fraud, whether or not material, that involves management or other employees who have a significant rolein the registrant's internal controls; and6.   The registrant's other certifying officers and I have indicated in this quarterly report whether or not there weresignificant changes in internal controls or in other factors that could significantly affect internal controls subsequentto the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies andmaterial weaknesses.Date:    November 11, 2002/s/ Patrick J. DuncanPatrick J. DuncanPrincipal Financial Officer****