SECURITIES AND EXCHANGE COMMISSION
(Addressaof PrincipalbExecutivesO(Issuer'seTelephone Number,rincluding Area
Code)                        (Zip Code)
                                              WASHINGTON, D.C. 20549
                                                  (949) 489-2400
         Indicate by check mark whether the RegistrantR(i)0hasBfiled all reports
 required to be filed1by8Section 13, or 15(d) of the Securities Exchange Act of
 1934 during the preceding 12 months (of for such shorter period that the
 Registrant was required to file such reports) and (ii) has been
subjectotoosuch filingirequirements for the past 90 days.
                I.R.S. Employer Identi-
IncorporationTorLOrganizationSUANT    TO    SECTION   13   OR   15(d)   OF   THE
         SficationSNo.)HANGE ACT OF 1934 For the quarterly period ended DecYeser
         3X, 2002 No
                           555 Anton Boulevard, Suite 1200, Costa Mesa
California 92626
[ ]      IndicateOtheEnumberUofUshares outstandingOof1each ofFtheEissuer'sI
classesAofEcommonFequity,oastof thenlatest practicable date._____________ to
__________________

Common Stock,i$.10nparlvalueber 0-27849
                    8,454,134
Title of Classumber 0001097900                     Number of Shares outstanding
                                                           at December 31, 2002
                                                BASIC ENERGY, INC.


Transitional Small Business Format     Yes            No    X

No exhibits included.


<PAGE>













                                                Basic Energy, Inc.
                                           (A Development Stage Company)
                                               Financial Statements
                                                 December 31, 2002



<PAGE>



                                                Basic Energy, Inc.
                                           (A Development Stage Company)
                                                  Balance Sheets
<TABLE>
<CAPTION>

                                                                                December 31,     June 30,
                                                                                                 2002                      2002
                                                                                                 ---------         ------------
                                                                                 (Unaudited)
                                                      Assets

Current Assets

<S>                                                                          <C>                             <C>
           Cash                                                $                          894       $             894
                                                                             -                   -----------      -----------------

         Total Assets                                                        $                          894       $             894
---------            --------------------------------------------------------=-------------------===========      =================

                                        Liabilities & Stockholders= Equity

Current Liabilities

     Accounts Payable                                                        $                         36,279     $          35,898
     Due to Officers                                                                                   26,792                   800
                                                                                                 -------------     ----------------

         Total Current Liabilities                                                                     63,071                36,698
---------                         ----------------------------------------------------------------------------     ----------------

Stockholders= Equity

     Common Stock, 20,000,000 Shares
       Authorized at $0.10 Par Value;
       8,131,226 Shares Issued and Outstanding                                                             813,122          813,122
     Paid In Capital                                                                                   42,741                42,741
     Deficit Accumulated During the Development Stage                                                     (918,040)       (891,667)
                                                                                                 ------------------   -------------

         Total Stockholders= Equity                                                                   (62,177)              (35,804)
---------                          ---------------------------------------------------------------------------     ----------------

         Total Liabilities & Stockholders= Equity                                                $             894         $    894
---------                                        ------------------------------------------------==================        ========
</TABLE>


     The accompanying notes are an integral part of these financial statements
                                                       3


<PAGE>



                                                Basic Energy, Inc.
                                           (A Development Stage Company)
                                              Statement of Operations
                                                    (Unaudited)

<TABLE>
<CAPTION>
                                                                                                                     For the Period
                                                             For the Three                     For the Six            June 24, 1926
                                                              Months Ended                    Months Ended             (Inception)
                                                     December             December          December   December         to December
                                                     31, 2002             31, 2001          31, 2002      30, 2001        31, 2002

<S>                                 <C>                                                                                   <C>
Revenue                             $          -               $         -           $-            $        -            $       -
----------------------------       -------------------         ---------        ------------------         ---------

Expenses

     General &
       Administrative                   12,104                 19,968              26,373             39,889                858,040
     Professional Fees                      -                  3,541             -                      15,001               -
     Loss on Mining
       Claims                               -                         -                 -                         -           60,000
                                   ---------        ------------         ---------        ------------------         --------------

         Total Expenses                12,104             23,509              26,373               54,890                    918,040
------------------------------    ---------------    ----------------           ------------------------           ----------------

         Income (Loss)
         From Operations               (12,104)          (23,509)       (26,373)       (54,890)                           (918,040)
---------               -----------------------------------------------

Other Income (Expenses)

     Interest Expense                      -                         -                 -                         -                -
                                   ---------        ------------------         ---------        ------------------         --------

         Total Other Income
         (Expenses)                 -                         -                 -                         -                       -
-----------------------------        ------------------         ---------        ------------------         ---------

         Income (Loss)
         Before Taxes                   (12,104)         (23,509)         (26,373)      (54,890)                        (918,040)
---------            ------------------------

         Taxes                  -                         -                 -                         -                         -
                                  ---------        ------------------         ---------        ------------------         ---------

     Net Income (Loss)      $   (12,104)   $                  (23,509)          $    (26,373)     $  (54,890)     $   (918,040)
--------------------------=============   ===========================          ================          ==========  ==============

     Loss Per
     Common Share       $    (0.00)    $        (0.00)    $         (0.00)            $                (0.00)

     Weighted Average
     Outstanding Shares  8,131,226        7,722,765            8,131,226          7,548,146
</TABLE>


                                                Basic Energy, Inc.
                                           (A Development Stage Company)
                                             Statements of Cash Flows
                                                    (Unaudited)
<TABLE>
<CAPTION>
                                                                                                                     For the Period
                                                                                                                       June 4, 1926
                                                                           For the Six Months Ended                  (Inception) to
                                                                          December 31,     December 31,                 December 31,
                                                                               2002                      2001            2002
                                                                           ---------        ------------------         -------------

Cash Flows from Operating Activities

<S>                                                               <C>                                   <C>                     <C>
     Net Loss                                                  $      (26,373)   $                  (54,890)          $   (918,040)
-----         ---------------------------------------------------- ---------------------------------------
     Adjustments to Reconcile Net Loss to
       Cash Used by Operating Activities;
         Non Cash                                                                               -        41,373             783,925
         Loss on Mining Claim                                                                   -             -              60,000
         Increase (Decrease) in Accounts Payable                                              381        14,552              36,279
         Increase (Decrease) Due to Officers                                               25,992       (2,635)             12,904
                                                                                -----------------   -----------         ----------

         Cash Used from Operating Activities                                              -            (1,600)            (24,932)
---------                                   -------------------------------------------------------------

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

         Cash Provided from Investing Activities                                                    -            -              -
---------                                       ----------------------------------------------------------

Cash Flows from Financial Activities

     Proceeds from Sale of Common Stock                                                         -            -             25,826
                                                                                         ---------        ----------     ---------

         Cash Provided from Financing Activities                                                        -          -         25,826
---------                                       ------------------------------------------------         ---------      ---------

         Increase (Decrease) in Cash                                                        -               (1,600)           894
---------                            ---------------------------------------------------------------------

         Cash at Beginning of Period                                                                   894          1,694      -
                                                                                        -----------      ------------     ---------

         Cash at End of Period                                    $                                894      $     94       $  894
                                                                  =                   ===========     ============      ===========

Disclosures for Operating Activities

     Interest                                                     $                             -      $         -     $        -
=====        ===================================================== =======================================
     Taxes                                                                                                -            -         -
</TABLE>




      The accompanying notes are an integral part of these financial statements
                                                       4


<PAGE>



                                               Basic Energy, Inc.
                                          (A Development Stage Company)
                                          Notes to Financial Statements
                                                December 31, 2002

NOTE 1 - Organization

The Company was organized on June 4, 1926 under the laws of the state of Utah
using the name of M.M. Lead Company.  On February 22, 1980 a Certificate of
Amendment was filed with the state of Utah changing the name to Basic Energy,
Inc.  The Company has been dormant for many years and is
considered to be a development stage company.

NOTE 2 - Significant Accounting Policies

A.       The Company uses the accrual method of accounting.
B.       Revenues and directly related expenses are recognized in the period
when the goods are shipped to the customer.
C.       The Company considers all short term, highly liquid investments that
are readily convertible, within three months, to known amounts as cash
equivalents.  The Company currently has no cash equivalents.
D.       Primary Earnings Per Share amounts are based on the weighted average
number of shares outstanding at the dates of the financial statements.  Fully
 Diluted Earnings Per Shares shall be shown on stock options and other
convertible issues that may be exercised within ten years of the
         financial statement dates.
E.       Estimates:   The preparation of the financial statements in conformity
 with generally accepted accounting principles requires management to make
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes.  Actual results could differ from
         those estimates.

NOTE 3 - Stockholders= Equity - Common Stock

During the year ended June 30, 2002, the Company issued 792,196 shares to
officers and directors for services and out of pocket expenses.  The shares
were issued at $0.10 per share.

NOTE 4 - Going Concern

The Company has had recurring  operating losses since inception and is dependent
upon financing to continue  operations.  These factors indicate that the Company
may be unable to  continue  in  existence.  These  financial  statements  do not
include any adjustments  relating to the  recoverability  and  classification of
recorded assets, or the amounts and  classification of liabilities that might be
necessary  in the  event  the  Company  cannot  continue  its  existence.  These
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.  It is the intent of the Company to find additional
capital funding and/or a profitable business venture to acquire or merge.



<PAGE>



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

     Safe Harbor Statement

     This Form 10-QSB  contains  certain  forward-looking  statements.  For this
purpose any statements  contained in this Form 10-QSB that are not statements of
historical fact may be deemed to be forward-looking statements. Without limiting
the foregoing,  words such as "may," "will," "expect," "believe,"  "anticipate,"
"estimate"  or "continue"  or  comparable  terminology  are intended to identify
forward-looking statements. These statements by their nature involve substantial
risks and uncertainties, and actual results may differ materially depending on a
variety of factors.

     Plan of Operations
     ------------------
     The Company has little cash and has experienced  losses. The Company has no
material commitments for capital expenditures for the next twelve months.

     As of the date of this  report,  the Company  has yet to generate  positive
cash flow. The Company has financed its operations primarily through the sale of
common stock.

     The Company  believes that its current cash needs can be met either through
the sale of  additional  stock or through  loans.  Should the  Company  obtain a
business opportunity,  however, it may be necessary to raise additional capital.
This may be accomplished by selling common stock of the Company.

     Management of the Company  intends to actively seek business  opportunities
for the Company during the next twelve months.


Item 3. Controls and Procedures.

         (a)  Evaluation of disclosure  controls and  procedures.  The Company?s
principal executive officer and its principal financial officer,  based on their
evaluation of the Company?s  disclosure  controls and  procedures (as defined in
Exchange Act Rules  13a-14(c)  and 15d -14 (c) as of a date within 90 days prior
to the filing of this  Quarterly  Report on Form 10Q,  have  concluded  that the
Company?s  disclosure controls and procedures are adequate and effective for the
purposes set forth in the definition in Exchange Act rules.

         (b) Changes in internal controls.  There were no significant changes in
the Company?s  internal  controls or in other  factors that could  significantly
affect  the  Company?s  internal  controls  subsequent  to  the  date  of  their
evaluation.

                                            PART II.  OTHER INFORMATION

Item 1.           LEGAL PROCEEDINGS  -  None

Item 2.           CHANGES IN SECURITIES - None
                  ---------------------

Item 3.           DEFAULTS UPON SENIOR SECURITIES - None
                  -------------------------------

Item 4.           SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - None
                  ---------------------------------------------------

Item 5.           OTHER INFORMATION - None

Item 6.           EXHIBITS AND REPORTS ON FORM 8-K

         Exhibits--None

         Reports on Form 8-K--None.
                                                    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 ENERGY, INC.


                                     Basic Energy, Inc.

January 27, 2003                          /s/ Jay W. Gibson
                                     --------------------------------
                                     Jay W. Gibson
                                     Chairman of the Board and President
                                                     (duly authorized officer)

January 27, 2003                    /s/ Joseph M. Graubard
                                     --------------------------------
                                     Joseph M. Graubard
                                     Treasurer and Director
                                   (principal accounting and financial officer)



                                                  CERTIFICATIONS
I, Jay W. Gibson, certify that:

1.      I have reviewed this quarterly report on Form 10-QSB of Basic Energy,
Inc.;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.      The registrant?s other certifying officers and I are responsible for
 establishing and maintaining disclosure controls and procedures (as defined in
 Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this quarterly report is being prepared;

     b) evaluated the effectiveness of the registrant?s disclosure controls and
 procedures as of a date within 90 days prior to the filing date of this
quarterly report (the ?Evaluation Date?); and

     c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
 as of the Evaluation Date;

5.   The registrant?s other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant?s auditors and the audit
committee of registrant?s board of directors (or persons performing the
equivalent functions):

  a) all  significant  deficiencies  in the  design  or  operation  of  internal
controls  which  could  adversely  affect  the  registrant?s  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant?s auditors any material weaknesses in internal controls; and

  b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant?s internal controls; and

6. The  registrant?s  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: January 27, 2003

/s/ Jay W. Gibson
President and Chief Executive Officer

I, Joseph M. Graubard, certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of Basic Energy, Inc.

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.   The registrant?s other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
 Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

  a) designed such  disclosure  controls and  procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this quarterly report is being prepared;

  b) evaluated the effectiveness of the registrant?s disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the ?Evaluation Date?); and

  c) presented in this quarterly report our conclusions about the efectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5.   The registrant?s other certifying officers and I have disclosed, based on
 our most recent evaluation, to the registrant?s auditors and the audit
committee of registrant?s board of directors (or persons performing the
equivalent functions):

  a) all  significant  deficiencies  in the  design  or  operation  of  internal
controls  which  could  adversely  affect  the  registrant?s  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant?s auditors any material weaknesses in internal controls; and

  b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant?s internal controls; and

6. The  registrant?s  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: January 27, 2003

/s/ Joseph M. Graubard
Treasurer
<PAGE>