United States
                     Securities and Exchange Commission
                            Washington, DC 20549

                               FORM 10-QSB/A

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

For the Quarter Ended                                Commission File Number
---------------------                                ----------------------
     March 31, 2001                                           0-27849

                             BASIC ENERGY, INC.
                             ------------------
           (Exact name of registrant as specified in its charter)

                                    UTAH
                                   -----
       (State or other jurisdiction of incorporation or organization

                                00001748413
                                ------------
                    (I.R.S. Employer Identification No.)

                          3771 South State Street
                         Salt Lake City, Utah 84115
                        ----------------------------
                  (Address of principal executive offices)

                               (801) 262-8429
                              ----------------
            (Registrant's telephone number, including area code)

        Securities registered pursuant to Section 12 (b) of the Act:

                                    None
                                   -----

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.

           X    Yes         No
         ------        -----

State the number of shares outstanding of each of the registrants classes
of common equity, as of the latest practicable date.

        Common stock, par value $0.10; 7,339,030 shares outstanding
                             as of May 11, 2001


PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS
                             Basic Energy, Inc.
                       (A Development Stage Company)
                               Balance Sheets
<Table>
<Caption>
                                                        March         June
                                                     31, 2001     30, 2000
                                                  ------------ ------------
                                                   (Unaudited)
<S>                                              <C>          <C>

     Assets

Current Assets                                    $         -  $         -
--------------                                    ------------ ------------

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

     Liabilities & Stockholders' Equity

Current Liabilities
-------------------
  Accounts Payable                                $    12,083  $    43,691
  Due to Officers                                      19,509        7,385
                                                  ------------ ------------
     Total Current Liabilities                         31,592       51,076

Stockholders' Equity
--------------------
  Common Stock, 20,000,000 Shares
   Authorized at $0.10 Par Value;
   7,339,030 & 6,444,693 Shares
   Issued & Outstanding Respectively                  733,903      644,469
  Paid In Capital                                      42,741       42,741
  Deficit Accumulated During the
   Development Stage                                 (808,236)    (738,286)
                                                  ------------ ------------
     Total Stockholders' Equity                       (31,592)     (51,076)
                                                  ------------ ------------
     Total Liabilities & Stockholders' Equity     $         -  $         -
                                                  ============ ============

</Table>
                           See Accompanying Notes
                                     2

                             Basic Energy, Inc.
                       (A Development Stage Company)
                          Statements of Operations
                                 Unaudited
<Table>
<Caption>
                               For the Three            For the Nine
                                Months Ended            Months Ended
                             March        March       March        March
                            31, 2001     31, 2000    31, 2001     31, 2000
                          -----------  ----------- -----------  -----------
<S>                      <C>          <C>         <C>          <C>
Revenue                   $     -      $     -     $     -      $     -
-------                   -----------  ----------- -----------  -----------

Expenses
--------
  General &
   Administrative
   Expense                    16,664        3,141      46,018        6,064
  Professional Fees                -        1,982      12,709        9,778
  Consulting Fees                  -       17,920           -       22,620
                          -----------  ----------- -----------  -----------
     Total Expenses           16,664       23,043      58,727       38,462
                          -----------  ----------- -----------  -----------
     Net Loss             $  (16,664)  $  (23,043) $  (58,727)  $  (38,462)
                          ===========  =========== ===========  ===========

     Basic & Diluted
     Loss Per Share       $    (0.00)  $    (0.00) $    (0.00)  $    (0.00)

     Weighted Average
     Shares Outstanding    7,339,030    6,444,693   7,200,500    6,444,693




</Table>

                           See Accompanying Notes
                                     3

                             Basic Energy, Inc.
                       (A Development Stage Company)
                          Statements of Cash Flows
                                 Unaudited
<Table>
<Caption>
                                                      March        March
                                                    31, 2001     31, 2000
                                                  ------------ ------------
<S>                                              <C>          <C>
Cash Flows from Operating Activities
------------------------------------
  Net Loss                                        $   (31,592) $   (38,462)
  Adjustment to Reconcile Net Loss to Net
   Cash Used by Operating Activities;
   (Increase) in Accounts Payable                      12,083       31,077
   (Increase) in Due to Officers                       19,509        7,385
                                                  ------------ ------------
     Net Cash Used by Operating Activities                  -            -

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

Cash Flows from Financing Activities                        -            -
------------------------------------              ------------ ------------
     Increase in Cash & Cash Equivalents                    -            -

     Cash at Beginning of Period                            -            -
                                                  ------------ ------------
     Cash at End of Period                        $         -  $         -
                                                  ============ ============

Disclosures from Operating Activities
-------------------------------------
  Interest                                        $         -  $         -
  Taxes                                                     -            -





</Table>



                           See Accompanying Notes
                                     4

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

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 - Going Concern
-----------------------

The Company has no assets and no operations from which it can obtain
working capital.  The Company recognizes that it must find a source of
working capital or the Company may not be able to continue its existence.







                                     5

ITEM 2.  PLAN OF OPERATIONS

     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.  As of March
31, 2001, the Company  has -$0- cash on hand.  As of that date the Company
had no outstanding liabilities.  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.

                        PART II - OTHER INFORMATION


Item 1.   Legal Proceedings

     None.


Item 2.  Changes in Securities

     No instruments defining the rights of the holders of any class of
registered securities have been materially modified, limited or qualified.

     On January 24, 2001, the Company issued 138,780 shares of its
restricted common stock to its officers and directors for services rendered
to the Company.  The number of shares received by each such individual was
based on a compensation rate of $40.00 per hour for services rendered and
$0.31 per mile as compensation for mileage.  The shares issued were valued
at $.10 per share.  Shares issued were issued as follows:

<Table>
<Caption>
                        Number of Shares   Value of Services
     <S>                <C>                <C>
     Jay W. Gibson              115,130           $11,513.00
     Ron Burnett                  6,200               620.00
     Karl Seljass                 6,970               697.00
     Joyce Sigler                 2,880               288.00
     Joe Graubard                 7,600                76.00
</Table>
                                     6
     All of the shares listed above were issued pursuant to an exemption
from registration set forth in Section 4(2) of the Securities Act of 1933.
No cash was received by the Company.

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

     (A)  Reports on Form 8-K

     No reports on Form 8-K were filed or required to be filed during the
quarter ended December 31, 2000.

     (B)  Exhibits.

     None.














                                     7

                                 SIGNATURES

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

                             Basic Energy, Inc.


August 3, 2001                    /s/ Jay W. Gibson
                             -------------------------------------------
                             Jay W. Gibson
                             Chairman of the Board and President




August 3, 2001                    /s/ Joseph M. Graubard
                             -------------------------------------------
                             Joseph M. Graubard
                             Treasurer and Director















                                     8