SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB/A
(MARK ONE)

  X      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
-------
         SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December
         31, 1996

         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934
         For the Transition period from                 to
                           Commission File Number:  33-15097-D
                          BASIC NATURAL RESOURCES, INC.
             (Exact name of registrant as specified in its charter)

        Colorado                                    84-10457105
(State or other Jurisdiction of          (I.R.S. Employer Identification
 incorporation or organization)                     Number)


2450 South Shore Boulevard, Suite 210, League City, Texas              77573
   (Address of Principal Executive Offices)                         (Zip Code)

       Registrant's telephone number, including area code: (281) 334-0708

     Check whether the issuer (1) has filed all reports  required to be filed by
Section 13 or 15(d) of the Securities  Exchange Act of 1934 during the preceding
12 months (or for such shorter  period that the  registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes X No

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
stock as of the latest practicable date.

Common Stock, $.003 Par Value                    1,490,367
                                          ----------------
                                (Shares outstanding as of December 31, 1996)

Transitional Small Business Disclosure Format (Check One)   Yes     No   X

                                        1

<PAGE>


                          BASIC NATURAL RESOURCES, INC.
                 QUARTERLY REPORT ON FORM 10-QSB FOR THE INTERIM
                         PERIOD ENDED DECEMBER 31, 1996

REASON FOR AMENDMENT

     The 10-QSB is being amended to correct a transposition  error in the number
     of shares  originally  reported as  outstanding.  1,490,304 was  originally
     typed as  1,409,304  on the  cover  page of Form  10-QSB  and page 5 of the
     financial  statements.   The  10-QSB  is  also  being  amended  to  reflect
     outstanding  stock as 1,490,367,  which  corrects a discrepancy  related to
     rounding on a reverse split.

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                    Page
                                                                                                   Number

Part I. Financial Information

Item I. Financial Statements
<S>                                                                                                <C>
        Balance Sheets at December 31, 1996 and June 30, 1996.......................................... 3

        Statements of Operations for the Six Months Ended December 31,
         1996 and 1995..................................................................................4

        Statements of Changes in Stockholders' Deficit for the Year Ended
         June 30, 1996 and the Six Months Ended December 31, 1996.......................................5

        Statements of Cash Flows for the Six  Months Ended December 31,
         1996 and 1995..................................................................................6

        Notes to Financial Statements...................................................................7

Item 2.           Management's Discussion and Analysis of Financial Condition and
                  Results of Operations.................................................................7

Part II.          Other Information

Item 6.           Exhibits and Reports on Form 8-K......................................................8

                  Signatures............................................................................9
</TABLE>



                                        2

<PAGE>



                          BASIC NATURAL RESOURCES INC.
                                 Balance Sheets


<TABLE>
<CAPTION>

                                                                                  December 31, 1996     June 30, 1996
                                                                                     (Unaudited)            (Audited)
ASSETS

Current Assets:

<S>                                                                               <C>                   <C>
     Cash and cash equivalents                                                    $           3,652     $               0
                                                                                  -----------------     -----------------

                                                          Total Current Assets                3,652                     0
                                                                                  -----------------     -----------------

                                                                  Total Assets    $           3,652     $               0
                                                                                  =================     =================

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities:

     Accounts payable and accrued liabilities                                     $          44,659     $          28,009
     Loans payable                                                                           21,600                13,200
     Income taxes payable                                                                         0                     0
                                                                                  -----------------     -----------------

                                                     Total Current Liabilities               66,259                41,209

Stockholders' Deficit:

     Preferred Stock - $1 par value 10,000,000 shares authorized;  -0- shares of
         Series A Voting  Preferred  Stock  outstanding at December 31, 1996 and
         174,865 shares issued and outstanding at June 30, 1996                                   0               174,865

     Common Stock - $.003 par value,  25,000,000  shares  authorized;  1,490,367
         shares  issued and  outstanding  at December 31, 1996 and 39,668 shares
         issued and outstanding at June 30, 1996                                              4,471                   119

     Additional paid-in capital                                                           4,805,894             4,610,729
     Retained earnings (deficit)                                                         (4,872,972)           (4,826,922)
                                                                                  -----------------     -----------------

                                                   Total Stockholders' Deficit              (62,607)              (41,209)
                                                                                  -----------------     -----------------

                                   TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT    $           3,652                     0
                                                                                  =================     =================
</TABLE>


               See Accompanying Notes to the Financial Statements.

                                        3

<PAGE>


                          BASIC NATURAL RESOURCES INC.
                            Statements of Operations
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                             Six Months Ended
                                                                                               December 31,
                                                                                        1996                  1995
                                                                                     (Unaudited)           (Unaudited)

<S>                                                                               <C>                   <C>
REVENUES                                                                          $               0     $               0

Cost and Expenses:
       General and Administrative                                                            46,050                   547
                                                                                  -----------------     -----------------

                                                      Total Costs and Expenses               46,050                   547
                                                                                  -----------------     -----------------

Income (loss) from Continuing Operations:                                                   (46,050)                 (547)

     Income tax expense (benefit)                                                                 0                     0
                                                                                  -----------------     -----------------

                                                             Net Income (Loss)    $         (46,050)    $            (547)
                                                                                  ==================    ==================

Income (loss) per share (continuing operations)                                   $            (.58)    $            (.01)

Income (loss) per share (discontinued operations)                                               .00                   .00
                                                                                  -----------------     -----------------

                                                       Income (Loss) Per Share    $            (.58)     $           (.01)
                                                                                  =================      =================
</TABLE>




               See Accompanying Notes to the Financial Statements.

                                        4

<PAGE>



                          BASIC NATURAL RESOURCES INC.
                       STATEMENT OF STOCKHOLDERS' DEFICIT

                    For Year Ended June 30,1996 (audited) and
                   For the Six Months Ended December 31, 1996
                                   (unaudited)


<TABLE>
<CAPTION>

                                                                                        Additional      Retained         Total
                                    Common                        Preferred               Paid-in       Earnings     Stockholders'
                            Shares          Amount         Shares         Amount          Capital       (Deficit)       Deficit
                         -------------  -------------  --------------  -------------  -------------  --------------  ----------

<S>                      <C>            <C>            <C>             <C>            <C>            <C>             <C>
Balances at June 30,
   1996                         39,668  $         119         174,865  $     174,865  $   4,610,729  $   (4,826,922) $     (41,209)

Sale of restricted common
    stock for cash           1,217,500          3,652                                                                        3,652

Issuance of restricted
    common stock for
    expenses                    58,334            175                                        20,825                         21,000

Issuance of common
    shares for preferred
    shares                     174,865            525        (174,865)      (174,865)       174,340                              0

Net loss                             0                                                                      (46,050)       (46,050)
                         -------------  -------------  -------------  -------------  -------------  ---------------  -------------
Balances at December
   31, 1996                  1,490,367  $       4,471               0  $           0  $   4,805,894  $   (4,872,972) $     (62,607)
                         =============  =============  ==============  =============  =============  ==============  =============
</TABLE>



               See Accompanying Notes to the Financial Statements.

                                        5

<PAGE>



                          BASIC NATURAL RESOURCES INC.
                             Statements of Cash Flow
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                                  Six  Months Ended
                                                                                                    December 31,
                                                                                             1996                    1995
CASH FLOWS OPERATING ACTIVITIES:
<S>                                                                                   <C>                   <C>
     Net income (loss)                                                                $          (46,050)   $             (547)
     Adjustments to  reconcile  net income  (loss) to net cash used in operating
         activities:
     Stock issued for expenses                                                                    21,000                     0

     Changes in Assets and Liabilities:
              Accounts payable                                                                    16,650                     0
                                                                                      ------------------    ------------------

                                          Net Cash Required by Operating Activities               (8,400)                 (547)


CASH FLOW FROM INVESTING ACTIVITIES:
     Sale of common stock                                                                          3,652                     0
     Loan proceeds                                                                                 8,400                     0
                                                                                      ------------------    ------------------

                                          Net Cash Provided by Financing Activities               12,052                     0
                                                                                      ------------------    ------------------

                                                    Net Increase (Decrease) in Cash                3,652                  (547)

CASH AT BEGINNING OF YEAR                                                                              0                   644
                                                                                      ------------------    ------------------

CASH AT END OF PERIOD                                                                 $            3,652    $               97
                                                                                      ==================    ==================

SUPPLEMENTAL CASH FLOW INFORMATION
     Interest paid                                                                    $                0    $                0
     Income taxes paid                                                                                 0                     0
                                                                                      ------------------    ------------------

                                                                                      $                0    $                0
                                                                                      ==================    ==================
</TABLE>



               See Accompanying Notes to the Financial Statements.

                                        6

<PAGE>



                          BASIC NATURAL RESOURCES INC.
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1996


1.   Basis of Presentation

     The financial  statements of Basic Natural  Resources Inc. (the "Company"),
included herein, are unaudited for all periods ended December 31, 1996 and 1995.
They reflect all adjustments  (consisting of normal recurring adjustments) which
are, in the opinion of  management,  necessary to fairly  depict the results for
the  periods  presented.  Certain  information  and note  disclosures,  normally
included in financial  statements prepared in accordance with generally accepted
accounting  principles,  have been  condensed  or omitted  pursuant to rules and
regulations  of the  Securities  and Exchange  Commission.  It is suggested that
these  financial  statements be read in conjunction  with the audited  financial
statements for the years ended June 30, 1996 and 1995, which are included in the
Company's  annual report.  The Company believes that the disclosures made herein
are adequate to make the information presented not misleading.

2.   Earnings per Common and Common Equivalent Share

     Earnings  per common and common  equivalent  share is based on the  average
number of common shares and dilutive  common share  equivalents  outstanding for
the six months ended December 31, 1996 and 1995, adjusted for a 1-for-60 reverse
stock split which has been applied  retroactively.  The stock split was approved
by the shareholders on January 10, 1997.

Item 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

General

     The Company ceased all oil and gas  operations in June 1994,  following the
disposition  of its  oil  and  gas  interests.  The  Company  continues  to seek
acquisitions  and  mergers  in  the  area  of  computer  related   technologies.
Management  believes  that  an  acquisition  of  this  nature  will  provide  an
opportunity to enhance stockholder value.

Results of Operations

     Analysis of Six Months ended December 31, 1996 Compared to Six Months ended
     September 30, 1995

     Costs and expenses for the six months ended  December 31, 1996 were $46,050
and were  associated  with general and  administrative  expenses.  The amount of
$30,000 was  included in the  expenses  to settle the  environmental  litigation
against the Company. Cash in the amount of $10,000

                                        7

<PAGE>



will be paid and 33,334  shares of the  Company's  common stock were issued at a
value of $20,000. General and administrative expenses increased when compared to
the same period in 1995.

Liquidity and Capital Resources

     There were no recorded revenues for the six months ended December 31, 1996.
For the period  from June 30,  1996  through  December  31,  1996 the  Company's
working capital deficit increased  approximately 50% when compared to the period
ended June 30, 1996.  At December 31,  1996,  the Company  maintained a negative
liquidity  position  which is  evidenced  by a current  ratio of -5.51 to 1. The
Company  has no  major  capital  commitments  at the  present  time.  Management
continues  to  review  potential  acquisition  candidates  in  computer  related
technologies in its endeavor to restructure the Company,  increase the Company's
current ratio and liquidity,  and generate capital which would provide cash flow
for future expansion.

PART II OTHER INFORMATION

Item 6. Reports on Form 8-K

     1. On January 13 , 1997, the Company filed a report on Form 8-K to report a
change in control of the Company whereby Alan W. Harvey,  President Chairman and
Chief Executive  Officer  purchased  73,050,000  shares of the Company's  Common
Stock.  Following the reverse split and conversion of the 73,050,000 shares, Mr.
Harvey holds of record 1,217,500 shares of the Company's Common Stock.

     2. On January 22,  1997,  the Company  filed a report on Form 8-K to report
that the  shareholders  approved the proposal to recapitalize  the Company,  and
effect a  one-for-sixty  reverse split of all issued and  outstanding  shares of
Common Stock; change the par value of the Common Stock from $.00005 to $.003 per
share;  and  reduce the number of  authorized  shares of Common  Stock from Five
Hundred Thirty Six Million to Twenty Five Million.


                                        8

<PAGE>


                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.


                                         BASIC NATURAL RESOURCES, INC.


Dated: March 11, 1997                    By:     /s/ Alan W. Harvey
                                            -----------------------
                                             Alan W. Harvey, Chairman, President
                                                 and Chief Executive Officer


                                        9