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**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 of1934or******        	**Transition report pursuant to section 13 or 15(d) or the Securities Exchange Act of1934****FOR THE QUARTER ENDED MARCH 31, 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 May 15, 2001 the registrant had 7,331,240 shares of its $0.10 par value Common Stock issued andoutstanding.        Transitional Small Business Issuer Disclosure Format (check one):  Yes       ****No **X**     
	 
**TABLE OF CONTENTS****PART I - Financial Information**
**Page**3**  Item 1.  Unaudited Financial Statements**3    Consolidated Balance Sheets as of March 31, 2002 and December 31, 2001	3    Consolidated Statements of Operations For the Three Months Ended          March 31, 2002 and 2001 	4    Consolidated Statements of Cash Flows For the Three Months Ended          March 31, 2002 and 2001	5    Notes to Consolidated Financial Statements	6**  Item 2.  Mgt's Discussion & Analysis of Financial Condition & Results of Operations**7    Liquidity and Capital Resources	7-8    Results of Operations	8      Overview	8      Oil and Gas	8-9      General and Administrative	9      Depreciation, Depletion and Amortization	9**PART II - Other Information**9  Item 1.  Legal Proceedings	9  Item 2.  Changes in Securities	9  Item 3.  Defaults Upon Senior Securities	10  Item 4.  Submission of Matters to a Vote of Security Holders	10  Item 5.  Other Information	10  Item 6.  Exhibits and Reports on Form 8-K	10**PART III - Signatures**11 
**PART 1- FINANCIAL INFORMATION****ITEM 1.  FINANCIAL STATEMENTS**
**Republic Resources, Inc.CONSOLIDATED BALANCE SHEETS(unaudited)****March 31,****December 31,**
**ASSETS                        ****      2002       **       2001       **CURRENT ASSETS:**  Cash and equivalents$      361,600 $     739,456   Trade receivables, net of allowance for bad debts of $7,599236,253 206,540   Prepaid expenses and other          13,103            8,993      *Total current assets*        610,956        954,989 **OIL AND GAS PROPERTIES, **at cost (full cost method)  Unevaluated properties133,805 129,292   Costs being amortized   21,509,484   24,665,489      * Total oil and gas properties*    21,643,289 24,794,781   Less accumulated amortization and impairment (17,691,840) (20,819,989)     *Net oil and gas properties*3,951,449 3,974,792 **OTHER ASSETS:**  Office equipment and vehicle112,575 112,575   Less accumulated depreciation      (100,187)       (97,480)     *Net office equipment and vehicle*12,388 15,095   Deferred debt restructuring49,857 61,363   Deposits and other          53,633          53,633      *Total other assets*        115,878        130,091 **TOTAL ASSETS**$   4,678,283   $  5,059,872   
**LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)****CURRENT LIABILITIES:**  Current maturities of long-term debt$          7,667 $         7,496   Dividends payable- 124,379   Accounts payable, trade253,483 325,607   Accrued expenses          81,209        111,031      *Total current liabilities*342,359        568,513 **LONG-TERM DEBT, **less current maturities     2,645,533     2,647,512          *Total liabilities*     2,987,892     3,216,025 **COMMITMENTS AND CONTINGENCIES **(See Note 4)**REDEEMABLE PREFERRED STOCK:**  Series C Preferred Stock, par value $0.01 per share, 99,503 shares        authorized, issued and outstanding at December 31, 2001.- 
4,975,150 **OTHER STOCKHOLDERS' EQUITY (DEFICIT):**  Undesignated Preferred Stock, par value $0.01 per share, 505,497 shares        authorized.- -   Common Stock, par value $0.10 per share, 10,000,000 shares authorized,        6,339,815 and 2,939,815 shares issued and outstanding, respectively.633,981 293,981   Additional paid-in capital37,714,099 32,925,946   Accumulated deficit (36,657,689) (36,351,230)       *Total Other Stockholders' Equity* (Deficit)     1,690,391    (3,131,303)**TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY**$   4,678,283   $   5,059,872   
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**Republic Resources, Inc.CONSOLIDATED STATEMENTS OF OPERATIONS(unaudited)****For the Three Months****      Ended March 31,       ****      2002     ****      2001     ****REVENUE:**  Oil and gas sales$    291,517 $    843,838 **OPERATING COSTS AND EXPENSES:**  Oil and gas production costs89,933 140,125   General and administrative216,263 176,015   Depreciation, depletion and amortization      189,857       229,466       Total operating costs and expenses      496,053       545,606 **INCOME (LOSS) FROM OPERATIONS**(204,536)     298,232 **OTHER INCOME (EXPENSES):**  Interest and other income, net10,161 15,919   Interest expense      (83,460)      (89,740)**NET INCOME (LOSS)**(277,835)224,411   Preferred Stock Dividends      (28,624)      (46,642)**NET INCOME (LOSS) AVAILABLE TO      COMMON  STOCKHOLDERS**$  (306,459)$    177,769   **BASIC:**  Earnings (Loss) Per Share$        (0.06)$          0.09   Weighted Average Shares Outstanding4,753,147 1,924,398 **DILUTED:**  Earnings (Loss) Per Share$        (0.06)$          0.05   Weighted Average Shares Outstanding4,753,147 3,575,914 
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**Republic Resources, Inc.CONSOLIDATED STATEMENTS OF CASH FLOWS(unaudited)**
**For the Three Months**
**      Ended March 31,     **
**      2002     **
**     2001     ****CASH FLOWS FROM OPERATING ACTIVITIES:**  Net Income (loss)$   (277,835)$   224,411   Adjustments to reconcile net income (loss) to net cash provided by        (used in) operating activities:        Depreciation, depletion and amortization189,857 229,466         Amortization of debt discount and issuance costs11,506 89,394   Changes in operating assets and liabilities:     (Increase) decrease in:        Note and other receivable for abandonment of merger- -         Trade receivables(29,713)117,386         Prepaid expenses and other(4,110)(47,816)    Increase (decrease) in:        Accounts payable34,224 85,526         Accrued expenses      (29,822)         2,492            Net cash provided by (used in) operating activities    (105,893)     700,859 **CASH FLOWS FROM INVESTING ACTIVITIES:**  Capital expenditures for property, plant and equipment(270,155)(804,478)  Proceeds from sale of property, plant and equipment                 -                 -      Net cash used in investing activities    (270,155)   (804,478)**CASH FLOWS FROM FINANCING ACTIVITIES:**  Proceeds from exercise of warrants and options- -   Deferred debt restructuring costs -      (43,692)  Repayment of long-term debt        (1,808)       (1,659)     Net cash provided by (used in) financing activities        (1,808)     (45,351)**NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS**(377,856)(148,970)**CASH AND EQUIVALENTS, beginning of year**      739,456   1,407,769 **CASH AND EQUIVALENTS, end of period**$    361,600   $1,258,799   **SUPPLEMENTAL DISCLOSURE OF      CASH FLOW INFORMATION:**  Cash paid for interest$      73,349   $     68,957     Cash paid for income taxes$                -   $               -   **SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING      AND FINANCING ACTIVITIES:**    (Decrease) increase in accounts payable for oil and gas activities$   (106,348)  $   256,645       (Decrease) increase in accrued dividends payable$   (124,379)  $               -       Exchange of Preferred    stock and accrued dividends payable for          Common Stock$ 5,128,153    $               -   
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**Republic Resources, Inc.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 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.The accounting policies we followed are set forth in Note 1 to our financial statements in Form 10-KSB for the yearended December 31, 2001.  We suggest that these financial statements be read in conjunction with the financialstatements and notes included in the Form 10-KSB.**Note 2 - Earnings Per Common Share:**The Company follows SFAS No. 128 "Earnings Per Share".  Accordingly, "basic" earnings per common share iscomputed by dividing *income available to common stockholders*(the "numerator") by the *weighted-average numberof common shares outstanding*(the "denominator") during the periods presented.  "Diluted" earnings per commonshare reflects the potential dilution that could occur if securities or other contracts to issue common stock wereexercised or converted into common stock.  A reconciliation of the components of basic and diluted net income percommon share for the periods presented is as follows:
**                For the Three Months Ended March 31,            
**                 2002                       **
**                   2001                  ****BASIC****  Income  **  Shares  **Per  Share**** Income **  Shares  **Per  Share**  Income (loss) available to        common stockholders$(306,459)4,753,147$(0.06)$177,7691,924,398$ 0.09 **EFFECT OF DILUTIVE      SECURITIES**  Assumed exercise of dilutive        warrants and options              -               -          -             - 1,651,516 (0.04)**DILUTED**  Income (loss) available to        common stockholders        including assumed conversions  $(306,459)  4,753,147  $(0.06)  $177,769  3,575,914  $ 0.05   No potentially dilutive shares were included in the 2002 earnings per share calculation sincetheir inclusion would havebeen anti-dilutive.
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**ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF****OPERATIONS****LIQUIDITY AND CAPITAL RESOURCES*****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") inexchange for: a) 2,645,500 shares of Harken common stock; and b) a potential Contingent Payment based on anevaluation of the unproved assets conveyed in the sale at a later date.  The assets sold to Harken consisted of all ourproved and revenue generating oil and gas assets along with all of our exploratory prospects or "prospect inventory"located in Jackson County, Texas.  The unproved assets were not given any initial value in the transaction with Harkenbut 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 beneficiary of any future payment associated with this Contingent Payment because it wasassigned to the former holders of 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 outstandingSeries C for 3.4 million shares of newly issued Republic common stock plus the assignment of the Contingent PaymentAgreement associated with Harken transaction.  The Series C Preferred Stock was exchanged and retired effectiveFebruary 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 outstandingconvertible 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 only retained 24,500 shares ofthe Harken common stock); and b) 991,425 shares of newly issued Republic common stock.  As a result of thisexchange only $24,500 of the convertible debentures remain outstanding as of the date of this report.***Common Shares Outstanding***As of the date of this report we have 7,331,240 common shares and no preferredshares issued and outstanding.  This accounts for the common stock issued in the preferred stock and debenture exchanges describedabove.***Anticipated Loss on Sale***The fair market value of the Harken common stock received by the Company at closing was approximately$2,275,130, or $.86 per share.  The net carrying value of the assets sold to Harken exceeded that amount and wetherefore incurred a loss on the sale of at least $1.5 million.  The actual loss will be calculated and recorded in thesecond quarter of 2002 as required by the Securities and Exchange Commission'sfull cost accounting rules.***Proposed Acquisition***On April 23, 2002, we announced that Republic had entered into an agreement to acquire EnviroWall, Inc.("EnviroWall") a private company headquartered in New Orleans, Louisiana.  EnviroWall holds several patents andapplication technologies to contain, capture and/or remediate contaminated groundwater.  These patents andapplication technologies are collectively known as the "EnviroWall System" and have broad applications ranging fromsimple containment and control of contaminated groundwater to more complex designs for groundwater manipulationand treatment.We plan to devote substantially all our future efforts to commercialize the EnviroWall System, primarily as asubcontractor in environmental containment, remediation and cleanup projects.  We believe that acquiring EnviroWallwill afford Republic an opportunity to provide a future return for our common stockholders.EnviroWall, Inc. is a "development stage enterprise" for financial statement reporting purposes and is being acquiredfor 8.72 million shares of Republic's common stock plus the assumption of approximately $152,000 of liabilities.   Mr.David A. Melman, one of our four directors, will receive 826,000 shares of Republic's common stock upon closingrepresenting compensation for services rendered in connection with this proposed transaction.
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Although Republic is the surviving entity, the transaction will be accounted for as a  "reverse-merger" for financialstatement reporting purposes (meaning it will be accounted for as if EnviroWall, Inc. had acquired Republic).  Thisaccounting treatment will be required in that, among other things, the shares issued in the transaction will represent a majority of the thenoutstanding common stock of Republic. ****The closing of the transaction is subject to several contingencies, including EnviroWall, Inc. securing a revenuegenerating contract applying the EnviroWall System technology, the Company raising at least $1.0 million of additionalequity capital and other material factors.*******Going Concern***As a result of the asset sale to Harken, and the Preferred Stock and Debenture exchanges described above, we haveeliminated a majority of our long-term debt and other obligations. However, we have no immediate source of revenue.We have an interest in two exploratory oil and natural gas prospects in Utah that will require additional resources toretain and fully exploit.  Our current working capital is expected to sustain the Company for only a few months. If weare unable to complete the acquisition of EnviroWall (or a similar transaction with another entity), or if we are unableto raise additional capital to fund future activities, it is unlikely we will be able to continue as a going concern and willneed to either liquidate or seek protection under the federal bankruptcy laws.**RESULTS OF OPERATIONS****Overview**The results of operations and the correspondingcomparisons have been provided for informational purposes only. As previouslydiscussed, we sold all of our revenue generating assets to Harken on April 4,2002. Accordingly, the Company currently has no source of future revenue.Because the sale of the oil and natural gas assets was deemed to be effective asof January 1, 2002 and closed early in the second quarter, our results ofoperations for the first quarter reflect the revenue, expense and otherinformation for the assets sold. Appropriate adjustments to the selling pricefor the assets will be made in reporting for subsequent periods.**Oil and Gas**Operating statistics for oil and gas production for the periods presented are as follows:
**For the Three Months      Ended March 31,     **
**    2002     **
**    2001    ****Production:**     Oil (bbls)8,483 7,902      Gas (Mcf)53,223 92,167      BOE (6:1)17,354 23,265 **Average Collected Price:**     Oil (per bbl)$      19.67 $      27.78      Gas (per Mcf)2.34 6.77      Per BOE (6:1)16.80 36.27 **Operating Margins:**     **Revenue**          Oil$  166,873 $  219,522           Gas    124,644     624,316                Total Revenue
291,517 843,838      **Costs**          Lifting Costs(62,171)(77,100)          Production taxes    (27,762)    (63,025)               Total Costs        (89,933)  (140,125)**     Operating Margin**$  201,584   $  703,713        **Operating Margin Percent**69%83% **Production Costs per BOE before DD&A**
$        5.18 $        6.02 **Change in Revenue Attributable to:**     Production$(247,656)     Price  (304,665)          Total decrease in revenue$(552,321)  
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*Comparison of Oil and Gas Production for the Three Months Ended March 31, 2002 & 2001:*	Our net oil and gas production, on an equivalent unit basis,  decreased by 5,911 BOE for the three monthsended March 31, 2002, when compared to the same period in 2001.  This decrease is substantially attributable to thenatural decline in production inherent in oil and gas wells.*Comparison of Oil and Gas Revenue for the Three Months Ended March 31, 2002 & 2001:*	Oil and gas revenue for the three months ended March 31, 2002 decreased by $552,321, when comparedto the same period in 2001.  This change in total revenue is primarily attributable to the decrease in prices for oil andgas received during 2002.  We received an average price of $19.67 per bbl of oil during 2002 compared to $27.28 forthe same period in 2001 - representing a $7.61, or 28% decrease per bbl in 2002.   We received an average price of$2.34 per Mcf of gas in 2002 compared to $6.77 per Mcf for the same period in 2001 - representing a$4.43 or 65%decrease per Mcf in 2002.*Comparison of Production Costs for the Three Months Ended March 31, 2002 and 2001:*	Lifting Costs - A portion of the lifting costs are "variable" based on the volumes produced.  Accordingly, thelifting costs decreased $14,929 for the three months ended March 31, 2002 when compared to the same period in2001 primarily because of the overall decrease in production between the periods presented.	Production Taxes - The production taxes decreased $35,263 for the three months ended March 31, 2002when compared to the same period in 2001 primarily because a substantial portion of the production taxes are basedon the revenue generated and not on the volume produced.  Accordingly, the lower prices received for oil in 2001resulted in lowering the cost of the corresponding production taxes.**General and Administrative**Total general and administrative ("G&A") expenses increased $40,248 for the three months ended March 31, 2002when compared to the same period in 2001.  This increase is substantially attributable to additional legal, accountingand consulting costs incurred in connection with the asset sale to Harken and the Preferred Stock and Debentureexchanges that were previously discussed.**Depreciation, Depletion and Amortization**Depreciation, Depletion and Amortization ("DD&A") for the periods presented consisted of the following:
**For the Three Months**
**   Ended March 31,   **
**    2002    **
**    2001    **               Oil and Gas Properties$ 187,151$ 224,870               Furniture, Fixtures and Equipment       2,706       4,596                    Total$ 189,857  $ 229,466  DD&A for the oil and gas properties, per BOE:$     10.78$       9.67	DD&A for the oil and gas properties is computed using the units-of-production method utilizing only provedreserves at the end of the respective period.  Total DD&A for our oil and gas properties decreased between the periodspresented as a result of lower production volumes realized during the first quarter of 2002 when compared to the sameperiod in 2001.**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 involvingallegations of discrimination, or breach of contract incidental to the operation of its business.  At March 31, 2002 andas of the date of this report, we were not involved in any litigation which we believe could have a materially adverseeffect on our financial condition or results of operations.**Item 2. Change in Securities.**    (a)     Recent Sales of Unregistered Securities.  The Company sold the following securities withoutregistrationunder the Securities Act of 1933, as amended ("Securities Act") during the quarter ended March 31, 2002 and throughthe date of this report:
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        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 arestrictive legend prohibiting transfer of the securities without compliance with applicable securitieslaws.  The Company relied upon Section 4(2) of the Securities Act in issuing the securities withoutregistration.  The institutions to whom the securities were issued had full information concerning thebusiness and affairs of the Company.  No underwriter or other sales agent participated in theexchange.        2.    OnApril 4, 2002, in connection with the asset sale to Harken, we issued 991,425shares of restricted common stock to 85 persons holding over 98% of ouroutstanding convertible debentures in partial exchange for surrender andcancellation of $2,621,000 in debentures. Certificates, representing the sharesissued in the exchange were restricted and each included a restrictive legendprohibiting transfer of the securities without compliance with applicablesecurities laws. Each of the holders qualified as an "AccreditedInvestor" as defined under Regulation D under the Securities Act, and theCompany relied upon Rule 506 of that Regulation and Section 4(2) of theSecurities Act in issuing the securities without registration. No underwriter orother 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.**    (a)     The Company held a Special Meeting of Stockholders in Grand Junction, Colorado on April 4, 2002addressing the following matters:        1.     Approving of the sale of all our producing oil and natural gas properties, which constitute substantiallyall our assets, to Harken Energy Corporation; and
	        2.     Approving and adoption ofCertificate of Amendment to the Articles of Incorporation to increase the authorizedcommon stock to 30,000,000 shares.A Definitive Information Statement fully describing these matters was filed with the US Securities and ExchangeCommission and mailed to all of the Company's stockholders on or about March 15, 2002.The Former holders of the Series C Preferred stock, who collectively owned over 4.3 million shares of our commonstock, voted in favor of both these matters. Because these stockholders held 68.2% of our then outstanding commonstock, we did not solicit proxies from other stockholders.**Item 5. Other Information**There is no information reportable under this item for the period covered by this report.**Item 6. Exhibits and Reports on Form 8-K**    (a)     The following exhibit is filed with this report:        1.     Exhibit3.1, "Certificate of Amendment to the Articles of Incorporation" as filedwith the Secretary of State of Nevada on April 11, 2002.    (b)     We filed the following reports on Form 8-K for the period covered by this report.
**  #  ****ItemReported**          Date          ****      Financial Statements       **1. 1,5,7February 8, 2002None - Not applicable2. 2,7April 4, 2002Pro Forma Financial Statements3. 2,7April 29, 2002None - Not applicable
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**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: May 15, 2001                         By: /s/ Patrick J. Duncan                                                        Patrick J. Duncan                                                        Principal Executive Officer and                                                           Principal Accounting Officer
 

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