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, 2002

          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)

                                 (915) 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 25, 2002: 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, 2002

                                Table of Contents


                                                                            Page
                                                                            ----
Part I - Financial Information

  Item 1 Financial Statements                                                  3

  Item 2 Management's Discussion and Analysis or Plan of Operation             9


Part II - Other Information

  Item 1 Legal Proceedings                                                    10

  Item 2 Changes in Securities                                                10

  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


Signatures                                                                    10



                                                                               2

<PAGE>
<TABLE>
<CAPTION>

Item 1 - Part 1 - Financial Statements



                            Basic Empire Corporation
                                 Balance Sheets
                             March 31, 2002 and 2001

                                   (Unaudited)

                                                              March 31,    March 31,
                                                                2002         2001
                                                              ---------    ---------
<S>                                                           <C>          <C>
                                     Assets
                                     ------
Assets
   Cash on hand and in bank                                   $    --      $    --
                                                              ---------    ---------

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


                      Liabilities and Shareholders' Equity
                      ------------------------------------

 Liabilities
   Advances from shareholder                                  $  11,000    $   7,250
                                                              ---------    ---------

     Total liabilities                                           11,000        7,250
                                                              ---------    ---------

Commitments and contingencies

Shareholders' Equity
   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)    (167,745)
                                                              ---------    ---------

     Total shareholders' equity                                 (11,000)      (7,250)
                                                              ---------    ---------

Total Liabilities and Shareholders' Equity                    $    --      $    --
                                                              =========    =========
</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, 2002 and 2001

                                   (Unaudited)

                                                                Three months    Three months
                                                                    ended           ended
                                                                  March 31,       March 31,
                                                                     2002            2001
                                                                ------------    ------------
<S>                                                             <C>             <C>

Revenues                                                        $       --      $       --

Expenses
   General and administrative expenses                                 2,600             250
                                                                ------------    ------------

Income from Operations                                                (2,600)           (250)

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

Net Loss                                                              (2,600)           (250)

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

Comprehensive Loss                                              $     (2,600)   $       (250)
                                                                ============    ============

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, 2002 and 2001

                                   (Unaudited)

                                                             Three months    Three months
                                                                 ended           ended
                                                               March 31,       March 31,
                                                                  2002            2001
                                                             ------------    ------------
<S>                                                          <C>             <C>
Cash Flows from Operating Activities
   Net Loss                                                  $     (2,600)   $       (250)
   Adjustments to reconcile net income to net cash
      provided by operating activities
         Depreciation                                                --              --
         Increase (Decrease) in Accounts payable- trade               100             250
                                                             ------------    ------------

Net cash used in operating activities                              (2,500)           --
                                                             ------------    ------------


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


Cash Flows from Financing Activities
   Proceeds from loan from shareholder                              2,500            --
                                                             ------------    ------------

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.

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 at least 1986.
Accordingly,  the  Company  is  dependent  upon  management  and/or  significant
shareholders to provide  sufficient working capital to preserve the integrity of
the  corporate  entity  at  this  time.  It is  the  intent  of  management  and
significant  shareholders to provide  sufficient  working  capital  necessary to
support and preserve the integrity of the corporate entity.

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

The preparation of financial  statements in conformity  with generally  accepted
accounting principles 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.


Note B - 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, 2002 and 2001, 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,  2002 and 2001,  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.
                                                                               6
<PAGE>

                            Basic Empire Corporation

                    Notes to Financial Statements - Continued


Note B - 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, 2002 and 2001, respectively,
     the Company had no warrants and/or options outstanding.


Note C - 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.


Note D - Advances from Shareholder

During 2001, the Company's controlling  shareholder loaned the Company $8,000 to
support  operations,  settle  outstanding  trade  accounts  payable  and provide
working  capital.  The  advance is  repayable  upon  demand and is  non-interest
bearing.

During January 2002, the Company's controlling shareholder loaned the Company an
additional  $2,500 to support  operations,  settle  outstanding  trade  accounts
payable and provide working capital. The advance is repayable upon demand and is
non-interest bearing.


Note E - Income Taxes

The components of income tax (benefit)  expense for the three months ended March
31, 2002 and 2001, are as follows:

                                                           March 31,   March 31,
                                                             2002        2001
                                                           ---------   ---------
     Federal:
       Current                                             $    --     $    --
       Deferred                                                 --          --
                                                           ---------   ---------
                                                                --          --
                                                           ---------   ---------
     State:
       Current                                                  --          --
       Deferred                                                 --          --
                                                           ---------   ---------
                                                                --          --
                                                           ---------   ---------

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



                                                                               7


<PAGE>
<TABLE>
<CAPTION>

                            Basic Empire Corporation

                    Notes to Financial Statements - Continued


Note E - Income Taxes - Continued

As a result of various  changes in control in prior  years,  the  Company  has a
nominal net operating loss carryforwards for income tax purposes. 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; 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 the three months ended March 31,
2002 and 2001,  respectively,  differed  from the  statutory  federal rate of 34
percent as follows:

                                                           Three  months    Three months
                                                               ended            ended
                                                             March 31,        March 31,
                                                                 2002             2001
                                                           -------------    ------------
<S>                                                        <C>              <C>
Statutory rate applied to income before income taxes       $         (34)   $        (85)
Increase (decrease) in income taxes resulting from:
   State income taxes                                                --              --
   Other, including reserve for deferred tax asset
      and application of net operating loss carryforward              34              85
                                                           -------------    ------------

      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, 2002 and 2001, respectively:

                                                         March 31,    March 31,
                                                           2002         2001
                                                         ---------    ---------
     Deferred tax assets
        Net operating loss carryforwards                 $     375    $      85
        Less valuation allowance                              (375)         (85)
                                                         ---------    ---------

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


                                                                               8
<PAGE>


Part I - 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, 2002 and 2001
--------------------------------------

The Company had no revenue for the  respective  three month  periods ended March
31, 2002 and 2001, respectively.

General and  administrative  expenses for the quarters  ended March 31, 2001 and
2000 were approximately  $2,600 and $250,  respectively.  Net loss for the three
months ended March 31, 2002 and 2001,  respectively,  was approximately $(2,600)
and $(250).  Earnings per share for the respective quarters ended March 31, 2002
and 2001 was $0.00 and $0.00 on the  weighted-average  post-reverse split 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, 2002 and 2001,  respectively,  the  Company had working  capital of
approximately $(11,000) and $(7,250).

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.

                                                                               9
<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 not 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 not 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 not 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.

                                                                              10
<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.


Part II - Other Information

Item 1 - Legal Proceedings

     None

Item 2 - Changes in Securities

     None

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.

Item 5 - Other Information

     None

Item 6 - Exhibits and Reports on Form 8-K

     Exhibits - None
     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

April    25   , 2002                                        /s/ Glenn A. Little
      --------                                          ------------------------
                                                                 Glenn A. Little
                                                          President and Director