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, 2002                                          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; 7,952,443 shares outstanding
as of March 31, 2002
PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS








                             Basic Energy, Inc.
                       (A Development Stage Company)

                            Financial Statements
                               March 31, 2002
                             Basic Energy, Inc.
                       (A Development Stage Company)
                               Balance Sheets
<Table>
<Caption>
                                                       March         June
                                                     31, 2002     30, 2001
                                                   -----------  -----------
                                                   (Unaudited)
<S>                                               <C>          <C>
                                   Assets

Current Assets
--------------

  Cash                                             $      894   $    1,694
                                                   -----------  -----------
     Total Current Assets                          $      894   $    1,694
                                                   ===========  ===========

                     Liabilities & Stockholders' Equity

Current Liabilities
-------------------
  Accounts Payable                                 $   30,707   $   14,324
  Due to Officers                                      18,517       22,452
                                                   -----------  -----------
     Total Current Liabilities                         49,224       36,776

Stockholders' Equity
--------------------
  Common Stock, 20,000,000 Shares
   Authorized at $0.10 Par Value;
     7,952,443 & 7,339,030 Shares
     Issued & Outstanding Respectively                795,244      733,903
  Paid In Capital                                      42,741       42,741
  Deficit Accumulated During the Development Stage   (886,315)    (811,726)
                                                   -----------  -----------
     Total Stockholders' Equity                       (48,330)     (35,082)
                                                   -----------  -----------
     Total Liabilities & Stockholders' Equity      $      894   $    1,694
                                                   ===========  ===========

</Table>

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


                             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, 2002     31, 2001    31, 2002     31, 2001
                          -----------  ----------- -----------  -----------
<S>                      <C>          <C>         <C>          <C>

Revenue                   $    -       $    -      $    -       $    -
-------                   -----------  ----------- -----------  -----------

Expenses
--------
  General &
   Administrative Expense     17,878       16,664      57,768       46,018
  Professional Fees            1,820        -          16,821       12,709
                          -----------  ----------- -----------  -----------
     Total Expenses           19,698       16,664      74,589       58,727

     Net Loss             $  (19,698)  $  (16,664) $  (74,589)  $  (58,727)
                          ===========  =========== ===========  ===========

     Basic & Diluted Loss
     Per Share            $    (0.00)  $    (0.00) $    (0.01)  $    (0.00)

     Weighted Average
     Shares Outstanding    7,752,765    7,200,500   7,615,357    7,200,500


</Table>

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

                             Basic Energy, Inc.
                       (A Development Stage Company)
                          Statements of Cash Flows
                                 Unaudited
<Table>
<Caption>

                                                  For the Nine Months Ended
                                                       March        March
                                                     31, 2002     31, 2001
                                                   -----------  -----------
<S>                                               <C>          <C>
Cash Flows from Operating Activities
------------------------------------
  Net Loss                                         $  (74,589)  $  (58,727)
  Adjustment to Reconcile Net Loss to Net
   Cash Used by Operating Activities;
     Shares Issued for Services                        61,341       39,243
   (Increase) in Accounts Payable                      16,383       31,608
   (Increase) in Due to Officers                       (3,935)     (12,124)
                                                   -----------  -----------
     Net Cash Used by Operating Activities               (800)       -

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

Cash Flows from Financing Activities                    -            -
------------------------------------               -----------  -----------
     Increase in Cash & Cash Equivalents                 (800)       -

     Cash at Beginning of Period                        1,694        -
                                                   -----------  -----------
     Cash at End of Period                         $      894   $    -
                                                   ===========  ===========

Disclosures from Operating Activities
-------------------------------------

  Interest                                         $    -       $    -
  Taxes                                                 -            -

</Table>

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

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

During the nine months ended March 31, 2002, the Company issued 613,413
shares of common stock at $.10 per share for services and out of pocket
expense to its officers and directors.

NOTE #4 - Going Concern
-----------------------
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern.  The Company has had recurring
operating losses for the past several years and is dependent upon financing
to continue operations.  The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.  It is
management's plan to find an operating company to merge with, thus creating
necessary operating revenue.



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, 2002, the Company  had $ 894 cash on hand.  As of that date the Company
had $49,224 in 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 23, 2002, the Company issued 198,178 shares of its
restricted common stock to its officers and directors for services rendered
to the Company during the quarter ended December 31, 2001.  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:

          Number of Shares    Value of Services
          ----------------    -----------------
     Jay W. Gibson   138,115     $13,811.50
     Ron Burnett       9,948         994.80
     Karl Seljass     12,076       1,207.60
     Joyce Sigler      8,219         821.90
     Joe Graubard     29,820       2,982.00

     The Company made no public offers or sale of these securities.  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.

     Also on January 23, 2002, the Company issued 1,500 restricted common
shares to Carriage Motor Company as payment for rents due at a rate of
$50.00 per month for the preceding three months.  The Company made no
public offers or sales of these securities.  The shares were issued
pursuant to an exemption from registration provided by Section 4(2) of the
'33 Act.  No cash was received by the Company.  Mr. Burnett is the owner of
Carriage Motor Company and may be deemed to be the beneficial owner of
these shares.

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, 2002.

     (B)  Exhibits.

     None.


                                 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.


May 7, 2002                          /s/ Jay W. Gibson
                                     --------------------------------
                                     Jay W. Gibson

                                     Chairman of the Board and President


May 7, 2002                          /s/ Joseph M. Graubard
                                     --------------------------------
                                     Joseph M. Graubard
                                     Treasurer and Director