UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   Form 10-QSB

--------------------------------------------------------------------------------


(Mark one)
   X     Quarterly  Report Under Section 13 or 15(d) of the Securities  Exchange
-------  Act of 1934


              For the quarterly period ended March 31, 2004

         Transition Report Under Section 13 or 15(d) of the Securities  Exchange
-------  Act of 1934


              For the transition period from ______________ to _____________

--------------------------------------------------------------------------------


                         Commission File Number: 0-49608

                            Basic Empire Corporation
        (Exact name of small business issuer as specified in its charter)

          Nevada                                             75-2955368
--------------------------                          ----------------------------
  (State of incorporation)                            (IRS Employer ID Number)

                  211 West Wall Street, Midland, TX 79701-4556
                  --------------------------------------------
                    (Address of principal executive offices)

                                 (432) 682-1761
                                 --------------
                           (Issuer's telephone number)


--------------------------------------------------------------------------------

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

State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date: April 6, 2004: 1,604,952

Transitional Small Business Disclosure Format (check one):  YES     NO X
                                                                ---   ---



<PAGE>

                            Basic Empire Corporation

                Form 10-QSB for the Quarter ended March 31, 2004

                                Table of Contents


                                                                            Page
                                                                            ----
Part I - Financial Information

  Item 1   Financial Statements                                               3

  Item 2   Management's Discussion and Analysis or Plan of Operation         10

  Item 3   Controls and Procedures                                           12

Part II - Other Information

  Item 1   Legal Proceedings                                                 12

  Item 2   Changes in Securities                                             12

  Item 3   Defaults Upon Senior Securities                                   12

  Item 4   Submission of Matters to a Vote of Security Holders               12

  Item 5   Other Information                                                 13

  Item 6   Exhibits and Reports on Form 8-K                                  13

Signatures                                                                   13

















                                                                               2

<PAGE>
<TABLE>
<CAPTION>

Part I
Item 1 - Financial Statements

                            Basic Empire Corporation
                                 Balance Sheets
                             March 31, 2004 and 2003

                                   (Unaudited)

                                                                  March 31,    March 31,
                                                                     2004         2003
                                                                  ---------    ---------
<S>                                                               <C>          <C>
                                     Assets
                                     ------
Assets
   Cash on hand and in bank                                       $    --      $    --
                                                                  ---------    ---------

Total Assets                                                      $    --      $    --
                                                                  =========    =========


                 Liabilities and Shareholders' Equity (Deficit)
                 ----------------------------------------------

 Liabilities
   Advances from shareholder                                      $  11,000    $  11,000
                                                                  ---------    ---------

     Total Liabilities                                               11,000       11,000
                                                                  ---------    ---------

Commitments and contingencies

Shareholders' Equity (Deficit)
   Common stock - $0.10 par value
     5,000,000 shares authorized
     1,604,952 shares issued and outstanding, respectively          160,495      160,495
   Accumulated deficit                                             (171,495)    (171,495)
                                                                  ---------    ---------

     Total Shareholders' Equity (Deficit)                           (11,000)     (11,000)
                                                                  ---------    ---------

Total Liabilities and Shareholders' Equity (Deficit)              $    --      $    --
                                                                  =========    =========
</TABLE>








   The financial information presented herein has been prepared by management
           without audit by independent certified public accountants.
   The accompanying notes are an integral part of these financial statements.
                                                                               3

<PAGE>
<TABLE>
<CAPTION>

                            Basic Empire Corporation
                 Statements of Operations and Comprehensive Loss
                   Three months ended March 31, 2004 and 2003

                                   (Unaudited)

                                                                Three months   Three months
                                                                    ended          ended
                                                                  March 31,      March 31,
                                                                    2004           2003
                                                                ------------   ------------
<S>                                                             <C>            <C>
Revenues                                                        $       --     $       --

Expenses
   General and administrative expenses                                  --             --
                                                                ------------   ------------

Income from Operations                                                  --             --

Provision for Income Taxes                                              --             --
                                                                ------------   ------------

Net Loss                                                                --             --

Other Comprehensive Income                                              --             --
                                                                ------------   ------------

Comprehensive Loss                                              $       --     $       --
                                                                ============   ============

Loss per weighted-average share of common stock outstanding,
   computed on Net Loss - basic and fully diluted                        nil            nil
                                                                ============   ============

Weighted-average number of shares of common stock outstanding      1,604,952      1,604,952
                                                                ============   ============
</TABLE>


   The financial information presented herein has been prepared by management
           without audit by independent certified public accountants.
   The accompanying notes are an integral part of these financial statements.
                                                                               4

<PAGE>
<TABLE>
<CAPTION>

                            Basic Empire Corporation
                            Statements of Cash Flows
                   Three months ended March 31, 2004 and 2003

                                   (Unaudited)

                                                             Three months   Three months
                                                                 ended          ended
                                                               March 31,      March 31,
                                                                 2004           2003
                                                             ------------   ------------
<S>                                                          <C>            <C>
Cash Flows from Operating Activities
   Net Loss                                                  $       --     $       --
   Adjustments to reconcile net income to net cash
     provided by operating activities
       Depreciation                                                  --             --
       Decrease in Accounts payable - trade                          --             --
                                                             ------------   ------------

Net cash used in operating activities                                --             --
                                                             ------------   ------------


Cash Flows from Investing Activities                                 --             --
                                                             ------------   ------------


Cash Flows from Financing Activities
   Proceeds from loan from shareholder                               --             --
                                                             ------------   ------------

Increase (Decrease) in Cash and Cash Equivalents                     --             --

Cash and cash equivalents at beginning of period                     --             --
                                                             ------------   ------------

Cash and cash equivalents at end of period                   $       --     $       --
                                                             ============   ============

Supplemental Disclosures of Interest and Income Taxes Paid
   Interest paid during the period                           $       --     $       --
                                                             ============   ============
   Income taxes paid (refunded)                              $       --     $       --
                                                             ============   ============
</TABLE>



   The financial information presented herein has been prepared by management
           without audit by independent certified public accountants.
   The accompanying notes are an integral part of these financial statements.
                                                                               5

<PAGE>

                            Basic Empire Corporation

                          Notes to Financial Statements


Note A - Organization and Description of Business

Basic Empire  Corporation  (Company) was originally  incorporated  on January 5,
1925  under the laws of the State of Nevada  as Argyle  Mining  Company  for the
development  of mining  claims.  In 1970,  the Company  experienced  a change in
control and focused its business  activities on the development of properties in
Southern  California.  None of these efforts were successful and the Company has
been dormant since 1986.

Throughout  the  Company's  existence,   the  Company  has  experienced  several
corporate name changes as follows:  Argyle  Corporation  in January 1960;  Basic
Empire in November 1963; and Basic Empire Corporation in December 1976.

The Company has had no operations, assets or liabilities since 1986.


Note B - Preparation of Financial Statements

The  Company  follows  the  accrual  basis  of  accounting  in  accordance  with
accounting principles generally accepted in the United States of America and has
a year-end of December 31.

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America requires  management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date of
the  financial  statements  and the  reported  amounts of revenues  and expenses
during the reporting period. Actual results could differ from those estimates.

Management further acknowledges that it is solely responsible for adopting sound
accounting  practices,   establishing  and  maintaining  a  system  of  internal
accounting  control and preventing and detecting  fraud. The Company's system of
internal  accounting  control is designed to assure,  among other items, that 1)
recorded  transactions  are valid; 2) valid  transactions  are recorded;  and 3)
transactions  are  recorded in the proper  period in a timely  manner to produce
financial  statements which present fairly the financial  condition,  results of
operations  and cash  flows of the  Company  for the  respective  periods  being
presented

During interim periods, the Company follows the accounting policies set forth in
its annual  audited  financial  statements  filed with the U. S.  Securities and
Exchange  Commission  on its  Annual  Report on Form  10-KSB  for the year ended
December 31, 2003.  The  information  presented  within these interim  financial
statements  may not  include all  disclosures  required  by  generally  accepted
accounting  principles  and the  users of  financial  information  provided  for
interim periods should refer to the annual  financial  information and footnotes
when reviewing the interim financial results presented herein.

In the opinion of management,  the accompanying  interim  financial  statements,
prepared in  accordance  with the U. S.  Securities  and  Exchange  Commission's
instructions   for  Form  10-QSB,   are   unaudited  and  contain  all  material
adjustments,  consisting  only of  normal  recurring  adjustments  necessary  to
present fairly the financial condition,  results of operations and cash flows of
the Company for the respective  interim  periods  presented.  The current period
results of operations are not necessarily indicative of results which ultimately
will be reported for the full fiscal year ending December 31, 2004



                                                                               6

<PAGE>

                            Basic Empire Corporation

                    Notes to Financial Statements - Continued


Note C - Going Concern Uncertainty

The Company was originally  formed in 1925 for the development of mining claims.
In 1970,  the Company  experienced  a change in control and focused its business
activities on the  development  of properties  in Southern  California.  None of
these efforts were  successful  and the Company has been dormant since 1986. The
Company has had no operations, assets or liabilities since 1986.

The  Company's  continued  existence is  dependent  upon its ability to generate
sufficient cash flows from operations to support its daily operations as well as
provide sufficient resources to retire existing liabilities and obligations on a
timely basis.

The Company  anticipates  offering future sales of equity  securities.  However,
there is no assurance that the Company will be able to obtain additional funding
through the sales of additional  equity  securities  or, that such  funding,  if
available, will be obtained on terms favorable to or affordable by the Company.

If no additional  operating  capital is received  during the next twelve months,
the  Company  will be  forced  to rely on  existing  cash in the  bank  and upon
additional  funds  loaned  by  management  and/or  significant  stockholders  to
preserve the integrity of the corporate  entity at this time. In the event,  the
Company  is  unable to  acquire  advances  from  management  and/or  significant
stockholders, the Company's ongoing operations would be negatively impacted.

It  is  the  intent  of  management  and  significant  stockholders  to  provide
sufficient  working  capital  necessary to support and preserve the integrity of
the corporate entity.  However, no formal commitments or arrangements to advance
or loan funds to the Company or repay any such advances or loans exist. There is
no legal obligation for either management or significant stockholders to provide
additional future funding.


Note D - Summary of Significant Accounting Policies

1.   Cash and cash equivalents
     -------------------------

     For  Statement of Cash Flows  purposes,  the Company  considers all cash on
     hand  and  in  banks,  including  accounts  in  book  overdraft  positions,
     certificates of deposit and other highly-liquid investments with maturities
     of three months or less, when purchased, to be cash and cash equivalents.

2.   Income Taxes
     ------------

     The Company uses the asset and liability  method of  accounting  for income
     taxes. At March 31, 2004 and 2003, respectively, the deferred tax asset and
     deferred tax liability accounts, as recorded when material to the financial
     statements,  are entirely the result of  temporary  differences.  Temporary
     differences   represent  differences  in  the  recognition  of  assets  and
     liabilities for tax and financial reporting purposes, primarily accumulated
     depreciation and amortization, allowance for doubtful accounts and vacation
     accruals.

     As of March 31,  2004 and 2003,  the  deferred  tax  asset  related  to the
     Company's net operating loss  carryforward  is fully  reserved.  Due to the
     provisions  of Internal  Revenue  Code Section 338, the Company may have no
     net operating loss carryforwards available to offset financial statement or
     tax  return  taxable  income in future  periods  as a result of a change in
     control   involving  50  percentage  points  or  more  of  the  issued  and
     outstanding securities of the Company.


                                                                               7

<PAGE>

                            Basic Empire Corporation

                    Notes to Financial Statements - Continued


Note D - Summary of Significant Accounting Policies - Continued

3.   Earnings (loss) per share
     -------------------------

     Basic  earnings  (loss) per share is computed  by  dividing  the net income
     (loss) by the weighted-average  number of shares of common stock and common
     stock  equivalents  (primarily  outstanding  options and warrants).  Common
     stock equivalents  represent the dilutive effect of the assumed exercise of
     the  outstanding  stock  options and  warrants,  using the  treasury  stock
     method.  The calculation of fully diluted earnings (loss) per share assumes
     the dilutive effect of the exercise of outstanding  options and warrants at
     either the  beginning  of the  respective  period  presented or the date of
     issuance,  whichever is later. As of March 31, 2004 and 2003, respectively,
     the Company had no warrants and/or options outstanding.

Note E - Fair Value of Financial Instruments

The carrying amount of cash,  accounts  receivable,  accounts  payable and notes
payable, as applicable,  approximates fair value due to the short term nature of
these items  and/or the current  interest  rates  payable in relation to current
market conditions.

Interest  rate risk is the risk  that the  Company's  earnings  are  subject  to
fluctuations  in interest  rates on either  investments  or on debt and is fully
dependent  upon  the  volatility  of  these  rates.  The  Company  does  not use
derivative instruments to moderate its exposure to interest rate risk, if any.

Financial  risk  is  the  risk  that  the  Company's  earnings  are  subject  to
fluctuations in interest rates or foreign exchange rates and are fully dependent
upon the  volatility  of  these  rates.  The  company  does  not use  derivative
instruments to moderate its exposure to financial risk, if any.

Note F - Advances from Shareholder

As  of  March  31,  2004  and  2003,  respectively,  the  Company's  controlling
shareholder has loaned the Company an aggregate  $11,000 to support  operations,
settle  outstanding  trade accounts  payable and provide  working  capital.  The
aggregate advance is repayable upon demand and is non-interest bearing.

Note G - Income Taxes

The  components  of income tax  (benefit)  expense  for each of the three  month
periods ended March 31, 2004 and 2003 is as follows:

                                                  Three months     Three months
                                                      ended            ended
                                                 March 31, 2004   March 31, 2003
                                                 --------------   --------------
     Federal:
       Current                                   $         --     $         --
       Deferred                                            --               --
                                                 --------------   --------------
                                                           --               --
                                                 --------------   --------------
     State:
       Current                                             --               --
       Deferred                                            --               --
                                                 --------------   --------------
                                                           --               --
                                                 --------------   --------------
       Total                                     $         --     $         --
                                                 ==============   ==============



                                                                               8

<PAGE>

                            Basic Empire Corporation

                    Notes to Financial Statements - Continued


Note G - Income Taxes - continued

As a result of various changes in control in prior years,  the Company has a net
operating loss  carryforward of  approximately  $11,000 to offset future taxable
income.  The amount and availability of any net operating loss carryforwards may
be subject to limitations set forth by the Internal  Revenue Code.  Factors such
as the number of shares  ultimately issued within a three year look-back period;
whether  there is a deemed  more than 50  percent  change in  control  involving
holders of 5.0% or more of the issued and  outstanding  shares of common  stock;
the  applicable  long-term  tax  exempt  bond  rate;  continuity  of  historical
business;  and  subsequent  income  of the  Company  all enter  into the  annual
computation of allowable annual utilization of the carryforwards.

The Company's  income tax expense  (benefit) for each of the three month periods
ended March 31, 2004 and 2003, respectively, differed from the statutory federal
rate of 34 percent as follows:
<TABLE>
<CAPTION>


                                                             Three months     Three months
                                                                 ended            ended
                                                            March 31, 2004   March 31, 2003
                                                            --------------   --------------
<S>                                                         <C>              <C>
Statutory rate applied to income before income taxes        $         --     $         --
Increase (decrease) in income taxes resulting from:
     State income taxes                                               --               --
     Other, including reserve for deferred tax asset
       and application of net operating loss carryforward             --               --
                                                            --------------   --------------

         Income tax expense                                 $         --     $         --
                                                            ==============   ==============
</TABLE>

Temporary  differences,  consisting primarily of statutory deferrals of expenses
for organizational costs and statutory  differences in the depreciable lives for
property and equipment, between the financial statement carrying amounts and tax
bases of assets and liabilities give rise to deferred tax assets and liabilities
as of March 31, 2004 and 2003, respectively:

                                               March 31, 2004    March 31, 2003
                                               --------------    --------------
     Deferred tax assets
       Net operating loss carryforwards        $        1,000    $        1,000
       Less valuation allowance                        (1,000)           (1,000)
                                               --------------    --------------

       Net Deferred Tax Asset                  $         --      $         --
                                               ==============    ==============

During  each of the three  month  periods  ended  March 31,  2004 and 2003,  the
reserve for the deferred current tax asset increased by  approximately  $-0- and
$-0-, respectively.




                (Remainder of this page left blank intentionally)




                                                                               9

<PAGE>

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

(1)  Caution Regarding Forward-Looking Information

Certain  statements  contained  in this  quarterly  filing,  including,  without
limitation, statements containing the words "believes", "anticipates", "expects"
and  words  of  similar  import,  constitute  forward-looking  statements.  Such
forward-looking  statements  involve known and unknown risks,  uncertainties and
other factors that may cause the actual results,  performance or achievements of
the Company,  or industry  results,  to be materially  different from any future
results,   performance   or   achievements   expressed   or   implied   by  such
forward-looking statements.

Such factors include, among others, the following:  international,  national and
local general economic and market conditions:  demographic  changes; the ability
of the Company to sustain,  manage or  forecast  its growth;  the ability of the
Company to successfully make and integrate acquisitions;  raw material costs and
availability;  new product  development and  introduction;  existing  government
regulations  and  changes  in,  or  the  failure  to  comply  with,   government
regulations;  adverse publicity;  competition; the loss of significant customers
or suppliers;  fluctuations  and  difficulty in forecasting  operating  results;
changes in business strategy or development  plans;  business  disruptions;  the
ability  to attract  and  retain  qualified  personnel;  the  ability to protect
technology; and other factors referenced in this and previous filings.

Given  these  uncertainties,  readers  of this Form  10-QSB  and  investors  are
cautioned not to place undue reliance on such  forward-looking  statements.  The
Company  disclaims  any  obligation  to update any such  factors or to  publicly
announce the result of any  revisions to any of the  forward-looking  statements
contained herein to reflect future events or developments.

(2)  Results of Operations, Liquidity and Capital Resources

Quarters Ended March 31, 2004 and 2003
--------------------------------------

The Company had no revenue for the  respective  three month  periods ended March
31, 2004 and 2003, respectively.

The Company had no general and  administrative  expenses for the quarters  ended
March 31, 2004 and 2003. The Company's net loss for the three months ended March
31, 2004 and 2003,  respectively,  was approximately $-0- and $-0-. Earnings per
share for the  respective  quarters ended March 31, 2004 and 2003 were $0.00 and
$0.00 on the weighted-average shares issued and outstanding.

The  Company  does not  expect  to  generate  any  meaningful  revenue  or incur
operating  expenses for purposes  other than  fulfilling  the  obligations  of a
reporting  company  under The  Securities  Exchange Act of 1934 unless and until
such time that the Company's operating subsidiary begins meaningful operations.

At March 31, 2004 and 2003,  respectively,  the  Company had working  capital of
approximately $(11,000) and $(11,000).

It  is  the  intent  of  management  and  significant  stockholders  to  provide
sufficient  working  capital  necessary to support and preserve the integrity of
the  corporate  entity.  However,  there  is  no  legal  obligation  for  either
management or significant  stockholders  to provide  additional  future funding.
Should this pledge fail to provide financing, the Company has not identified any
alternative  sources.  Consequently,   there  is  substantial  doubt  about  the
Company's ability to continue as a going concern.

The  Company's  need for  capital  may  change  dramatically  as a result of any
business acquisition or combination transaction.  There can be no assurance that
the Company will  identify any such  business,  product,  technology  or company
suitable for acquisition in the future.  Further, there can be no assurance that
the Company would be successful in  consummating  any  acquisition  on favorable
terms  or that it will be able  to  profitably  manage  the  business,  product,
technology or company it acquires.


                                                                              10

<PAGE>

Plan of Business
----------------

General
-------

The  Company  intends to locate and  combine  with an  existing,  privately-held
company which is profitable  or, in  management's  view,  has growth  potential,
irrespective of the industry in which it is engaged.  However,  the Company does
not  intend  to  combine  with a  private  company  which may be deemed to be an
investment  company subject to the Investment Company Act of 1940. A combination
may be structured as a merger,  consolidation,  exchange of the Company's common
stock for stock or assets or any other form which  will  result in the  combined
enterprise's becoming a publicly-held corporation.

Pending  negotiation and consummation of a combination,  the Company anticipates
that it will have, aside from carrying on its search for a combination  partner,
no business  activities,  and, thus, will have no source of revenue.  Should the
Company incur any significant  liabilities prior to a combination with a private
company, it may not be able to satisfy such liabilities as are incurred.

If the Company's management pursues one or more combination opportunities beyond
the  preliminary  negotiations  stage and those  negotiations  are  subsequently
terminated,  it is  foreseeable  that such efforts  will  exhaust the  Company's
ability to continue to seek such combination opportunities before any successful
combination can be consummated.  In that event,  the Company's common stock will
become  worthless  and  holders of the  Company's  common  stock will  receive a
nominal distribution, if any, upon the Company's liquidation and dissolution.

Combination Suitability Standards
---------------------------------

In its pursuit for a combination  partner,  the Company's  management intends to
consider only  combination  candidates  which are profitable or, in management's
view, have growth potential.  The Company's management does not intend to pursue
any  combination  proposal  beyond the  preliminary  negotiation  stage with any
combination  candidate which does not furnish the Company with audited financial
statements  for at least its most  recent  fiscal year and  unaudited  financial
statements for interim periods  subsequent to the date of such audited financial
statements, or is in a position to provide such financial statements in a timely
manner.  The Company will, if necessary  funds are available,  engage  attorneys
and/or accountants in its efforts to investigate a combination  candidate and to
consummate a business  combination.  The Company may require  payment of fees by
such combination  candidate to fund the investigation of such candidate.  In the
event such a combination candidate is engaged in a high technology business, the
Company may also obtain  reports from  independent  organizations  of recognized
standing  covering the technology  being developed and/or used by the candidate.
The  Company's  limited  financial  resources may make the  acquisition  of such
reports  difficult  or even  impossible  to obtain  and,  thus,  there can be no
assurance  that the Company  will have  sufficient  funds to obtain such reports
when considering combination proposals or candidates.  To the extent the Company
is  unable to  obtain  the  advice or  reports  from  experts,  the risks of any
combined enterprise's being unsuccessful will be enhanced.  Furthermore,  to the
knowledge of the Company's officers and directors, neither the candidate nor any
of  its  directors,   executive  officers,  principal  shareholders  or  general
partners:

     (1)  will have been convicted of securities  fraud,  mail fraud, tax fraud,
          embezzlement,   bribery,  or  a  similar  criminal  offense  involving
          misappropriation  or theft of funds,  or be the  subject  of a pending
          investigation or indictment involving any of those offenses;

     (2)  will have been  subject to a  temporary  or  permanent  injunction  or
          restraining  order arising from unlawful  transactions  in securities,
          whether as issuer, underwriter, broker, dealer, or investment advisor,
          may be the subject of any pending  investigation  or a defendant  in a
          pending  lawsuit  arising from or based upon  allegations  of unlawful
          transactions in securities; or

     (3)  will have been a defendant in a civil action which resulted in a final
          judgement  against it or him awarding damages or rescission based upon
          unlawful practices or sales of securities.


                                                                              11

<PAGE>

The Company's  officers and directors will make these  determinations  by asking
pertinent  questions of the  management of prospective  combination  candidates.
Such persons will also ask pertinent  questions of others who may be involved in
the combination proceedings.  However, the officers and directors of the Company
will not generally take other steps to verify independently information obtained
in this manner which is favorable.  Unless  something  comes to their  attention
which  puts  them on  notice  of a  possible  disqualification  which  is  being
concealed  from them,  such persons will rely on  information  received from the
management of the prospective  combination  candidate and from others who may be
involved in the combination proceedings.

Item 3 - Controls and Procedures

As required by Rule 13a-15 under the Exchange  Act,  within the 90 days prior to
the filing date of this report,  the Company  carried out an  evaluation  of the
effectiveness of the design and operation of the Company's  disclosure  controls
and  procedures.  This evaluation was carried out under the supervision and with
the  participation  of  the  Company's   management,   including  the  Company's
President,  Chief  Executive  and  Chief  Financial  Officer.  Based  upon  that
evaluation, the Company's President, Chief Executive and Chief Financial Officer
concluded that the Company's  disclosure  controls and procedures are effective.
There have been no significant  changes in the Company's internal controls or in
other factors,  which could significantly affect internal controls subsequent to
the date the Company carried out its evaluation.

Disclosure  controls and procedures are controls and other  procedures  that are
designed to ensure that information  required to be disclosed in Company reports
filed or submitted under the Exchange Act is recorded, processed, summarized and
reported,  within the time  periods  specified  in the  Securities  and Exchange
Commission's  rules and  forms.  Disclosure  controls  and  procedures  include,
without limitation,  controls and procedures designed to ensure that information
required to be  disclosed  in Company  reports  filed under the  Exchange Act is
accumulated  and  communicated  to  management,  including the  Company's  Chief
Executive and Chief Financial Officer as appropriate,  to allow timely decisions
regarding required disclosure.


Part II - Other Information

Item 1 - Legal Proceedings

     None

Item 2 - Changes in Securities

     On March 29, 2004, the Company filed a Schedule 14C - Information Statement
     Pursuant to Section  14(c) of the  Securities  Exchange  Act of 1934 giving
     notice that the Company received written consents in lieu of a meeting from
     shareholders  representing  approximately 56% of our outstanding  shares of
     common stock  approving  an  amendment  and  restatement  of the  company's
     Articles  of  Incorporation  (the  "Restatement")  to effect,  among  other
     things, a one-for-5.6 reverse split of the common stock, par value $.10 per
     share,  of Basic  Empire  Corporation  and to decrease the par value of the
     common  stock  from $.10 per share to $.001 per  share.  The effect of this
     action will be reflected in the  Company's  financial  statements as of the
     first day of the first period presented,  commencing on April 19, 2004, the
     effective date of this action.

Item 3 - Defaults on Senior Securities

     None

Item 4 - Submission of Matters to a Vote of Security Holders

     The Company has held no regularly scheduled,  called or special meetings of
     shareholders during the reporting period.


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<PAGE>

Item 5 - Other Information

     None

Item 6 - Exhibits and Reports on Form 8-K

     Exhibits

     Exhibits
     --------
       31.1   Certification  pursuant  to Section 302 of  Sarbanes-Oxley  Act of
              2002
       32.1   Certification  pursuant  to Section 906 of  Sarbanes-Oxley  Act of
              2002.

     Reports on Form 8-K
     -------------------
       None

--------------------------------------------------------------------------------

                                   SIGNATURES

     In accordance  with the  requirements  of the Exchange Act, the  registrant
     caused this report to be signed on its behalf by the undersigned, thereunto
     duly authorized.

                                                        Basic Empire Corporation

Dated: April 7, 2004                                  /s/ Glenn A. Little
       -------------                        ------------------------------------
                                                                 Glenn A. Little
                                              President, Chief Executive Officer
                                            Chief Financial Officer and Director





















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