<PAGE>
                               United States
                     Securities and Exchange Commission
                            Washington, DC 20549

                                FORM 10-QSB
                                ------------
               Quarterly Report Under Section 13 or 15(d) of
                    the Securities Exchange Act of 1934

For the Quarter Ended                                Commission File Number
---------------------                                ----------------------
   March 31, 1999                                             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; 6,444,693 shares outstanding
                            as of June 22, 2000.



</Page>
<PAGE>

                       PART I - FINANCIAL INFORMATION
                      --------------------------------

ITEM 1.  FINANCIAL STATEMENTS
-----------------------------

     See page F-1 to F-8  attached.

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, 2000 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
------------------------------
     None.

                                     2
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<PAGE>
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 March 31, 2000.



                                     3
</Page>
<PAGE>

     (B)  Exhibits.  The following exhibits are included as part of this
report:

                         Exhibit        SEC Exhibit
     Number         Ref. Number    Title of Document          Location
     ----------     -------------  -------------------------- ---------
     27             27             Financial Data Schedule    Attached



                                     4

</Page>
<PAGE>
                                 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.


June 22, 2000                      /s/ Jay W. Gibson
                                   ------------------------
                                   Jay W. Gibson
                                   Chairman of the Board and President




June 22, 2000                      /s/ Joseph W. Graubard
                                   ------------------------
                                   Joseph M. Graubard
                                   Treasurer and Director
















                                     5

</Page>



<PAGE>







                             Basic Energy, Inc.
                       (A Development Stage Company)

                            Financial Statements

                               March 31, 2000







</Page>
<PAGE>
/Letterhead/
                           Schvaneveldt & Company
                        Certified Public Accountant
                     275 East South Temple, Suite #300
                               (801) 521-2392


Darrell T. Schvaneveldt, C.P.A.



Board of Directors
Basic Energy, Inc.
(A Development Stage Company)


I have reviewed the accompanying balance sheets, of Basic Energy, Inc., as
of March 31, 2000, and for the three month and nine month periods then
ended.  These financial statements are the responsibility of the Company's
management.

I conducted my review in accordance with standards established by the
American Institute of Certified Public Accountants.  A review of interim
financial consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial
and accounting matters.  It is substantially less in scope than an audit
conducted in accordance with generally accepted auditing standards, the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole.  Accordingly, I do not express such an
opinion.

Based on my review, I am not aware of any material modifications that
should be made to the accompanying financial statements for them to be in
conformity with generally accepted accounting principles.


/S/ Schvaneveldt & Company
Salt Lake City, Utah 84111
June 22, 2000

                                    F-2
</Page>

<PAGE>
                             Basic Energy, Inc.
                       (A Development Stage Company)
                               Balance Sheets
              For the Nine Months Period Ended March 31, 2000
                      and the Year Ended June 30, 1999
<TABLE>
<CAPTION>
                                                       March          June
                                                    31, 2000      30, 1999
                                                 ------------  ------------
<S>                                             <C>           <C>
          Assets

Current Assets                                  $        -0-  $        -0-
--------------                                   ------------  ------------
     Total Current Assets                       $        -0-  $        -0-
                                                 ============  ============
          Liabilities & Stockholders' Equity

Current Liabilities
-------------------
  Accounts Payable                              $     31,077  $        -0-
  Due to Officers                                      7,385           -0-
                                                 ------------  ------------
     Total Current Liabilities                        38,462           -0-

Stockholders' Equity
--------------------
  Common Stock, 20,000,000 Shares
   Authorized at $0.10 Par Value
   6,444,693 Shares Issued &
   Outstanding                                       644,469       644,469
  Paid In Capital                                     42,741        42,741
  Deficit Accumulated During the
   Development Stage                            (    725,672) (    687,210)
                                                 ------------  ------------
     Total Stockholders' Equity                       38,462           -0-
                                                 ------------  ------------
     Total Liabilities & Stockholders' Equity   $        -0-  $        -0-
                                                 ============  ============


</TABLE>

               See Accountant's Letter and Accompanying Notes
                                    F-3

</Page>
<PAGE>
                             Basic Energy, Inc.
                       (A Development Stage Company)
                          Statements of Operations
       For the Three Months Period January 1, 2000 to March 31, 2000
     and for the Three Months Period January 1, 1999 to March 31, 1999
         the Nine Months Period July 1, 1999 to March 31, 2000 and
           the Nine Months Period July 1, 1998 to March 31, 1999
<TABLE>
<CAPTION>

                                        January      January        July         July
                                        1, 2000      1, 1999     1, 1999      1, 1998
                                       to March     to March    to March     to March
                                       31, 2000     31, 1999    31, 2000     31, 1999
                                     -----------  ----------- -----------  -----------
<S>                                 <C>         <C>          <C>         <C>

Revenue                             $      -0-  $       -0-  $      -0-  $       -0-
-------                             -----------  ----------- -----------  -----------

Expenses
--------
  General &
   Administrative Expense                3,141       22,487       6,064       67,461
  Professional Fees                      1,982          -0-       9,778          -0-
  Consulting Fees                       17,920          -0-      22,620          -0-
                                    -----------  ----------- -----------  -----------
     Total Expenses                     23,043       22,487      38,462       67,461
                                    -----------  ----------- -----------  -----------
     Net Loss                       ($  23,043) ($   22,487) ($  38,462) ($   67,461)
                                    ===========  =========== ===========  ===========
     Basic Loss Per Share           ($   0.003) ($    0.003) ($   0.005) ($     0.01)

     Diluted Loss Per Share         ($   0.003) ($    0.003) ($   0.005) ($     0.01)

     Weighted Average
     Shares Outstanding              6,444,693    6,444,693   6,444,693    6,444,693


</TABLE>

               See Accountant's Letter and Accompanying Notes
                                    F-4

</Page>
<PAGE>
                             Basic Energy, Inc.
                       (A Development Stage Company)
                          Statements of Cash Flows
               For the Period July 1, 1999 to March 31, 2000
               and the Period July 1, 1998 to March 31, 1999
<TABLE>
<CAPTION>
                                                       March         March
                                                    31, 2000      31, 1999
                                                 ------------  ------------
<S>                                             <C>           <C>
Cash Flows from Operating Activities
------------------------------------
  Net Loss                                      ($    38,462) ($    67,461)
  Adjustment to Reconcile Net Loss to Net
   Cash Used by Operating Activities;
     Non Cash Expenses                                   -0-        67,461
  Changes in Operating & Liabilities;
   (Increase) in Accounts Payable                     31,077           -0-
   (Increase) in Due to Officers                       7,385           -0-
                                                 ------------  ------------

     Net Cash Used by Operating Activities               -0-           -0-

Cash Flows from Investing Activities                     -0-           -0-
------------------------------------             ------------  ------------

Cash Flows from Financing Activities                     -0-           -0-
------------------------------------             ------------  ------------

     Increase in Cash & Cash Equivalents                 -0-           -0-

     Cash at Beginning of Period                         -0-           -0-
                                                 ------------  ------------
     Cash at End of Period                      $        -0-  $        -0-
                                                 ============  ============
Disclosures from Operating Activities
-------------------------------------

  Interest                                      $        -0-  $        -0-
  Taxes                                                  -0-           -0-


</TABLE>

               See Accountant's Letter and Accompanying Notes
                                    F-5

</Page>

<PAGE>
                             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 - Stockholders' Equity
------------------------------
Common Stock
------------
Upon Incorporation the Company had 1,000,000 shares of common stock
authorized with a par value of $0.10 per share.  On February 28, 1979 the
Articles of Incorporation were changed authorizing 20,000,000 shares with a
par value of $0.10 per share.

The Company issued 600,000 shares of its common stock to acquire mining
claims in 1926.  In 1937, the Company wrote the claims off as having no
value.

The Company has issued 6,013,837 shares at $0.10 per share for services and
out of pocket expense to its officers and directors from time to time.

The shares issued in 1926 were assessable, and in 1937 the 600,000 shares
were assessed at $.001 per share, 423,780 shares did not pay the assessment
and were canceled.


</Page>
<PAGE>

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

NOTE #4 - 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.

NOTE #5 - Income Taxes
----------------------

The Company has adopted FASB 109 to account for income taxes.  The Company
currently has no issues that create timing differences that would mandate
deferred tax expense.  Net operating losses would create possible tax
assets in future years.  Due to the uncertainty as to the utilization of
net operating loss carryforwards an evaluation allowance has been made to
the extent of any tax benefit that net operating losses may generate.
Changes in majority control of the Company will have negative impact upon
the Company's ability to utilize net operations loss carryforwards.

The Company has incurred losses that can be carried forward to offset
future earnings if conditions of the Internal revenue Codes are met.  These
losses are as follows:

            Year of Loss              Amount       Expiration Date
            -------------------------------------------------------
              1980 to 1999      $      600,054        2000 to 2020

     Current Tax Asset Value of Net Operating Loss
      Carryforwards at Current Prevailing Federal
      Tax Rate                                                $    204,018
     Evaluation Allowance                                          204,018
                                                              -------------
          Net Tax Asset                                       $        -0-
          Current Income Tax Expense                                   -0-
          Deferred Income Tax Benefit                                  -0-



                                    F-7

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