**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 JUNE 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 August 14, 2002 the registrant had19,134,240 shares of its $0.10 par value Common Stock issued andoutstanding.        Transitional Small Business Issuer Disclosure Format (check one):  Yes       No **X **
**TABLE OF CONTENTS****PART I - Financial Information**
**Page**  3**  Item 1.  Unaudited Financial Statements**3    Consolidated Balance Sheet as of June 30, 2002	3    Consolidated Statements of Operations For the Three and Six Months Ended          June 30, 2002 and 2001, and for the period January 1, 2001 through June 30, 2002 	4    Consolidated Statements of Cash Flows For the Three and Six Months Ended          June 30, 2002 and 2001, and for the period January 1, 2001 through June 30, 2002 	5    Notes to Consolidated Financial Statements	6**  Item 2.  Mgt's Discussion & Analysis of Financial Condition        & Results of Operations**7    Liquidity and Capital Resources	7    Results of Operations	8       Overview	8       Stock Based Compensation	8       Other Comparisons	8**PART II - Other Information**9  Item 1.  Legal Proceedings	9  Item 2.  Changes in Securities	9  Item 3.  Defaults Upon Senior Securities	10  Item 4.  Submission of Matters to a Vote of Security Holders	10  Item 5.  Other Information	10  Item 6.  Exhibits and Reports on Form 8-K	10**PART III - Signatures**11
**PART 1- FINANCIAL INFORMATION****ITEM 1.  FINANCIAL STATEMENTS**
**Republic Resources, Inc.(A Development Stage Company)CONSOLIDATED BALANCE SHEET(unaudited)****June 30,**
**ASSETS****       2002        **CURRENT ASSETS:**  Cash and equivalents$      444,803   Trade receivables, net54,008   Prepaid expenses and other            8,442      *Total current assets*        507,253 **OIL AND GAS PROPERTIES, **at cost (full cost method)  Unevaluated properties117,105   Costs being amortized                    -      * Total oil and gas properties*117,105   Less accumulated amortization and impairment                    -      *Net oil and gas properties*117,105 **PROPERTY AND EQUIPMENT:**  EnviroWall Installation Equipment150,000   Office equipment4,673   Less accumulated depreciation                    -      *Net property and equipment*        154,673 **OTHER ASSETS:**  Deferred debt restructuring-   EnviroWall Patents50,000   Deposits and other          61,404      *Total other assets*        111,404 **TOTAL ASSETS**$      890,435   
**LIABILITIES AND STOCKHOLDERS' EQUITY****CURRENT LIABILITIES:**  Current maturities of long-term debt$                  -   Note payable to officer25,000   Dividends payable-   Accounts payable, trade202,433   Accrued expenses72,468   Due to an affiliated entity        135,000      *Total current liabilities*434,901 **LONG-TERM DEBT, **less current maturities          24,500          *Total liabilities*        459,401 **COMMITMENTS AND CONTINGENCIES **(See Note 4)**STOCKHOLDERS' EQUITY:**  Undesignated Preferred Stock, par value $0.01 per share, 505,497        shares authorized.-   Common Stock, par value $0.10 per share, 30,000,000 shares        authorized, 19,134,240 shares issued and outstanding, respectively.1,913,424   Additional paid-in capital(1,065,808)  Accumulated deficit prior to entering the development stage(151,000)  Accumulated deficit during the development stage      (265,582)       *Total Other Stockholders' Equity*        431,034 **TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY**$      890,435   
**Republic Resources, Inc.(A Development Stage Company)CONSOLIDATED STATEMENTS OF OPERATIONS(unaudited)****For the  Three Months  Ended June 30,****For the  Six Months  Ended June 30,****From January 1,  2001 through  June 30, ****         2002        ****         2002        ****           2002         ****REVENUE:**  Sales$                - $                - $                - **OPERATING COSTS AND EXPENSES:**  General and administrative41,935 91,407 124,572   Stock based compensation127,174 127,174 127,174   Interest expense          6,918         13,836         13,836       Total operating costs and expenses      176,027       232,417     (265,572)**NET LOSS**$   (176,027)  $   (232,417)  $    265,572   **BASIC AND DILUTED:**  Loss Per Share$         (0.02)$         (0.02)  Weighted Average Shares Outstanding10,112,323 10,418,246 
**Republic Resources, Inc.(A Development Stage Company)CONSOLIDATED STATEMENTS OF CASH FLOWS(unaudited)**
**For the Six MonthsEnded June 30,**
**From January 1, 2001through June 30,**
**            2002           **
**              2002             ****CASH FLOWS FROM      OPERATING ACTIVITIES:**  Net loss$   (232,417)$    (265,582)  Adjustments to reconcile net income (loss) to net        cash provided by (used in) operating activities:        Stock based compensation127,174 127,174   Changes in operating assets and liabilities:    (Increase) decrease in:        Prepaid expenses and other12,428 12,428     Increase (decrease) in:        Accounts payable3,465 6,083         Accrued expenses        15,327         15,327            Net cash used    in operating activities      (74,023)    (104,570)**CASH FLOWS FROM      INVESTING ACTIVITIES:**  Purchase of patent interest and equipment                  -      (200,000)     Net cash used in investing activities                  -      (200,000)**CASH FLOWS FROM      FINANCING ACTIVITIES:**  Proceeds from note payable- 250,000   Proceeds from the sale of common stock500,000 500,000   Offering costs(14,015)(14,015)  Payments on account to an affiliated entity(15,000)(15,000)  Net cash remaining prior to acquisition        of EnviroWall          28,388           28,388      Net cash provided by financing activities      499,373       749,373 **NET INCREASE IN CASH AND      EQUIVALENTS**425,350 444,803 **CASH AND EQUIVALENTS,      beginning of period**          19,453                      - **CASH AND EQUIVALENTS,      end of period**  $    444,803     $    444,803   **SUPPLEMENTAL DISCLOSURE OF      CASH FLOW INFORMATION:**  Cash paid for interest$                -   $                -     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.  The results of operations and cash flows of the Company prior to the acquisition were eliminatedupon 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 August 16, 2002.In addition, the  accounting policies we followed are set forth in Note 1 to our most recent annual financial statementsin Form 10-KSB/A for the year ended December 31, 2001 that was filed on or about April 29, 2002.  We suggest thatthese interim financial statements be read in conjunction with the financial statements and notes included in theaforementioned filings with the SEC.
**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 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.  Unfortunately, cash flow from operations did not support servicingthe entire debt and the Company defaulted on the note early in 1996 when it had an outstanding principal balance of$290,000.  MFF promptly foreclosed on the collateral, which consisted of substantially all of the assets of both BMCand EnviroWall, 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.***Going Concern and Need for Additional Capital***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.  We have an interest in two exploratory oil and naturalgas prospects in Utah that will require additional resources to retain and fully exploit.  Our current working capital isexpected to sustain the Company for only a few months. If we are unable to raise additional capital, secure asignificant contract to install the EnviroWall System, or find another way to provide working capital for future activitiessometime in the near future, it is unlikely we will be able to continue as a going concern.  Should this be the case, wewill need to either sell the Company (or its assets), liquidate or seek protection under the federal bankruptcy laws.**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 assetswerenot        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 ofeither 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.**RESULTS OF OPERATIONS****Overview**We had a loss during the three months ended June 30, 2002 of $48,853, and a loss for the six months then ended of$232,417, both determined using purchase accounting as a result of the acquisition of EnviroWall at the end of thesecond quarter.  In our Form 10-QSB for the quarter ended March 31, 2002 we showed a net loss of $306,459.  Thesale of all or our producing oil and gas properties was completed April 4, 2002 and our first quarter report included oiland gas operations.  However, as a result of the accounting adjustments made in connection with our acquisition ofEnviroWall discussed above, our results of operations as reflected in this report have been changed to reflect thereverse merger accounting.  We have received no revenue in 2002 from our ongoing operations.  Expenses decreasedslightly from the first quarter to the second quarter 2002 as we reduced operations and endeavored to limit expenses.**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.**On-going Costs and Expenses**The Company expects that the future general, administrative and other overhead costs will be at least $60,000 to$80,000 per month.
**PART II - OTHER INFORMATION****Item 1. Legal Proceedings**At June 30, 2002 and as of the date of this report, we were not involved in any litigation which we believe could havea 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 securities without registrationunder the Securities Act of 1933, as amended ("Securities Act") during the six months ended June 30, 2002 andthrough the date of this report:        1.     On February 11, 2002, six entities (Kayne Anderson Diversified Capital Partners, Arbco               Associates, L.P., KayneAnderson Non-Traditional Investments, L.P., Kayne Anderson               Capital Partners, L.P., Bellsouth Master Pension Trust,and Metropolitan Life Insurance               Co.), representing all the holders of 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 millionshares of restricted common stock. Certificates, representing               the shares issued in the exchange, were restricted andeach 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.  Theinstitutions to whom the securities were issued had               full information concerning the business and affairs of theCompany.  No underwriter or               other sales agent participated in the exchange.        2.     On April 4, 2002, in connection with the asset sale to Harken, we issued 991,425               shares of restricted common stockto 85 persons holding over 98% of our               outstanding convertible debentures in partial exchange for surrender andcancellation               of $2,621,000 in debentures. Certificates, representing the shares issued in the               exchange were restrictedand each included a restrictive legend prohibiting transfer               of the securities without compliance with applicablesecurities laws.  Each of the holders               qualified as an "Accredited Investor" as defined under Regulation D under theSecurities               Act, and the Company relied upon Rule 506 of that Regulation and Section 4(2) of the               Securities Act inissuing the securities 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 restrictedcommon stock to 5 persons, as designated by               EnviroWall's sole shareholder, in exchange for all the outstanding stockof EnviroWall.               Certificates, representing the shares issued in the exchange, were restricted and each               included arestrictive legend prohibiting transfer of the securities without compliance               with applicable securities laws.  TheCompany relied upon Section 4(2) of the Securities               Act in issuing the securities without registration.  The persons towhom the securities               were issued had full information concerning the business and affairs of the Company.               Nounderwriter or other 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 restrictedcommon stock to David A. Melman, a director of               Republic, in exchange for cancellation of an outstanding convertiblenote of EnviroWall               owed to Mr. Melman. Certificates, representing the shares issued in the exchange,               were restrictedand each included a restrictive legend prohibiting transfer of the               securities without compliance with applicablesecurities laws.  The Company relied               upon Section 4(2) of the Securities Act in issuing the securities withoutregistration.               No underwriter or 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 ofrestricted common stock to four directors of Republic in               exchange for cancellation of outstanding warrants entitlingthe directors to purchase               common stock. Certificates, representing the shares issued in the exchange were               restrictedand each included a restrictive legend prohibiting transfer of the securities               without compliance with applicablesecurities laws.  Each of the holders qualified as               an "Accredited Investor" as defined under Regulation D under theSecurities Act,               and the Company relied upon Rule 506 of that Regulation and Section 4(2) of the               Securities Act inissuing the securities 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 orentities in connection with a private placement of common               stock. Certificates, representing the shares issued in theexchange 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 definedunder Regulation D under the Securities Act, and the               Company relied upon Rule 506 of that Regulation and Section4(2) of the Securities               Act in issuing the securities without registration.  No underwriter or other sales agent               participatedin the exchange.**Item 3. Defaults Upon Senior Securities**
    (a)     There has been no material default in the payment of principal, interest, or any othermaterial default, withrespect to any indebtedness of the small business issuer during the periodcovered by this report.    (b)     There has been no material default in the payment of dividends for any class ofpreferred 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, Coloradoon April 4, 2002addressing the following matters:**   **	     **Item** **  ****Description**        1.       Approving of the sale of all our producing oil and natural gas properties,                  which constitute substantially all our assets,to Harken Energy Corporation;                  and        2.       Approving and adoption of an Amendment to the Articles of Incorporation                  to increase the authorized common stockto 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.   A result of the voting at the meeting was as follows:**For****Against****Abstain**Item 14,322,453-0--0-Item 24,322,453-0--0-**Item 5. Other Information**On August 1, 2002, Thomas H. Normile, M.S. was elected as a director of the Company to fill an existing vacancy onthe Board of Directors.  Mr. Normile's terms will expire at the next annual meeting of stockholders.  Mr. Normile is chiefExecutive Officer for CERIX, a privately-owned Louisiana environmental business that has developed a patentedprocess for the separation and removal of heavy metals and anions from contaminated water.  He is also an investorand manager of Coral Resources Holding, LLC, a private business involved in the real estate acquisition anddevelopment businesses.  Mr. Normile is a retired Senior Officer of the United States Air Force.  At the time of hisretirement Mr. Normile was Commandant of the Air University, Maxwell Air Force Base, Montgomery, Alabama.  Afterretiring from the U.S. Air Force Mr. Normile was Executive Vice President for H. J. Wilson Co., Inc., a catalogshowroom retailing business.  Mr. Normile has also served as Undersecretary for the Department of Public Safety forthe state of Louisiana.**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 theSarbanes-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 theSarbanes-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                                      **1.2,7April 4, 2002Pro Forma Financial Statements2.2,7April 29, 2002None - Not applicable3.1,2,7July 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
**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: August 19, 2002                     By:/s/ Patrick J. Duncan                                                            Patrick J. Duncan                                                            Chief Financial Officer and Treasurer****