<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
     September 30, 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; 8,131,226 shares outstanding
as of September 30, 2002


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PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                               BASIC ENERGY, INC.
                          (A Development Stage Company)

                              Financial Statements
                               September 30, 2002



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<TABLE>

                                 BASIC ENERGY, INC.
                           (A Development Stage Company)
                                   Balance Sheets
<CAPTION>

                                                        September 30,    June 30,
                                                            2002           2002
                                                        ------------   ------------
                                                         (Unaudited)
<S>                                                     <C>            <C>
                                       ASSETS

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

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

                        LIABILITIES & STOCKHOLDERS' EQUITY

Current Liabilities
-------------------

     Accounts Payable                                   $    36,279    $    14,324
     Due to Officers                                         14,688         22,452
                                                        ------------   ------------

         Total Current Liabilities                           50,967         36,776
                                                        ------------   ------------
Stockholders' Equity

     Common Stock, 20,000,000 Shares
       Authorized at $0.10 Par Value;
       8,131,226 and 7,339,030 Shares Issued
       and Outstanding Respectively                         813,122        733,903
     Paid In Capital                                         42,741         42,741
     Deficit Accumulated During the Development Stage      (905,936)      (811,726)
                                                        ------------   ------------
         Total Stockholders' Equity                         (50,073)       (35,082)
                                                        ------------   ------------
         Total Liabilities & Stockholders' Equity       $       894    $     1,694
                                                        ============   ============

     The accompanying notes are an integral part of these financial statements.
</TABLE>



<PAGE>

                               BASIC ENERGY, INC.
                          (A Development Stage Company)
                             Statement of Operations
                                   (Unaudited)

                                                                  For the Period
                                      For the Three Months Ended   June 4, 1926
                                      ---------------------------   (Inception)
                                        September     September     to September
                                        30, 2002       30, 2001       30, 2002
                                      ------------   ------------   ------------

REVENUE                               $        --    $        --    $        --

EXPENSES

     General & Administrative              14,269         31,381        845,936
     Loss on Mining Claims                     --             --         60,000
                                      ------------   ------------   ------------

         Total Expenses                    14,269         31,381        905,936
                                      ------------   ------------   ------------
         Income (Loss)
         From Operations                  (14,269)       (31,381)      (905,936)

OTHER INCOME (EXPENSES)

     Interest Expense                          --             --             --
                                      ------------   ------------   ------------
         Total Other Income
         (Expenses)                            --             --             --
                                      ------------   ------------   ------------
         Income (Loss)
         Before Taxes                     (14,269)       (31,381)      (905,936)

         Taxes                                 --             --             --
                                      ------------   ------------   ------------
     Net Income (Loss)                $   (14,269)   $   (31,381)   $  (905,936)
                                      ============   ============   ============
     Loss Per
     Common Share                     $     (0.00)   $     (0.00)

     Weighted Average
     Outstanding Shares                 8,131,226      7,348,024

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



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<TABLE>

                                       BASIC ENERGY, INC.
                                  (A Development Stage Company)
                                    Statements of Cash Flows
                                           (Unaudited)
<CAPTION>
                                                                                   For the Period
                                                     For the Three Months Ended    June 4, 1926
                                                   -----------------------------   (Inception) to
                                                    September 30,  September 30,   September 30,
                                                       2002             2001            2002
                                                   -------------   -------------   -------------
<S>                                                <C>             <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES

     Net Loss                                      $    (14,269)   $    (31,381)   $   (905,936)
     Adjustments to Reconcile Net Loss to
       Cash Used by Operating Activities;
         Non Cash                                        13,888              --         822,387
         Loss on Mining Claim                                --              --          60,000
         Increase (Decrease) in Accounts Payable            381          10,860          29,701
         Increase (Decrease) Due to Officers                 --          18,921         (31,084)
                                                   -------------   -------------   -------------
         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                                                   --              --              --

           The accompanying notes are an integral part of these financial statements.
</TABLE>



<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 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.

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.

NOTE #5 - Subsequent Events
---------------------------

On October 5, 2002, the Company issued 138,875 shares of common stock to
officers and directors of the Company as full payment for services and out of
pocket expenses incurred during the quarter.



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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 September 30,
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.



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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 September 30, 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.

November 25, 2002                          /s/ Jay W. Gibson
                                     --------------------------------
                                     Jay W. Gibson
                                     Chairman of the Board and President

November 25, 2002                    /s/ Joseph M. Graubard
                                     --------------------------------
                                     Joseph M. Graubard
                                     Treasurer and Director



<PAGE>

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Jay W. Gibson, certify that:

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

2.    Based on my knowledge, this annual 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 annual report.

3.    Based on my knowledge, the financial statements, and other financial
      information included in this annual 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 annual
      report.

Date: November 25, 2002

                                   /s/ Jay W. Gibson
                                   -----------------------------
                                   Jay W. Gibson
                                   President and Chairman
                                   of the Board
                                   (principal executive officer)



<PAGE>

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Joseph M. Graubard, certify that:

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

2.    Based on my knowledge, this annual 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 annual report.

3.    Based on my knowledge, the financial statements, and other financial
      information included in this annual 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 annual
      report.

Date: November 25, 2002

                                   /s/ Joseph M. Graubard
                                   -----------------------------
                                   Joseph M. Graubard
                                   Treasurer
                                   (principal financial officer)