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UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-KSB/A
 þ
    
    ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Fiscal Year Ended March 31, 2007
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    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 Commission file number: 0-7914
 BASIC EARTH SCIENCE SYSTEMS, INC.
 1801 Broadway, Suite 620
 Denver, Colorado 80202-3835
 Telephone (303) 296-3076
 Incorporated in Delaware
    
    IRS ID# 84-0592823
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Basic Earth Science Systems, Inc.
 Form 10-KSB/A
 March 31, 2007
 Table of Contents
 PagePart III:Item 9. Directors, Executive Officers, Promoters and
Control Persons; Compliance With
Section 16(a) of the Exchange Act
    
    
    3Item 10. Executive Compensation
    
    
    6Item 11. Security Ownership of Certain Beneficial Owners
and Management
    
    
    10Item 12. Certain Relationships and Related Transactions
    
    
    11Item 13. Exhibits and Reports on Form 8-K
    
    
    11Item 14. Principal Accountant Fees and Services
    
    
    12Certification of CEO Pursuant to Section 302Certification of CFO Pursuant to Section 302Certification of CEO Pursuant to Section 906Certification of CFO Pursuant to Section 906
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Part III
 
 ITEM 9
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
 Directors
  David Flake
 Edgar J. Huffman
 Richard K. Rodgers
 Ray Singleton
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Monroe W. Robertson
 Executive Officers
   Board of Directors and its Committees
   Audit Committee.
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Compensation Committee.
   Compensation Committee Interlocks and Insider Participtation.
 Nominating Committee .
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Compliance withSection 16(a)of the Securities Exchange Act
  Code of Ethics
 http://www.basicearth.net.
 
 ITEM 10
EXECUTIVE COMPENSATION
 Compensation
Discussion and Analysis
  
    
    Attracting, developing, rewarding, and retaining highly qualified and productive individuals.
    
    Directly aligning compensation to both Company and individual performance.
    
    Encouraging executive stock ownership to enhance a mutuality of interest with the
Companys shareholders.
   Base Salary.
 Performance Bonuses.
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Long-Term Incentive Compensation.
 Other Benefits.
 Chief Executive Officer.
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Compensation Committee Report
  
 Summary Compensation Table
  Non-Equity
    
    AllName and
    
    Fiscal
    
    Salary
    
    Bonus
    
    Incentive Plan
    
    Other
    
    TotalPrincipal Position
    
    Year
    
    ($)
    
    ($)
    
    Compensation
    
    Compensation
    
    ($)(1)
    
    (2)Ray Singleton
    
    
    2007
    
    
    $
    102,183
    
    
    $
    3,981
    
    
    $
    5,983
    
    
    $
    4,031
    
    
    $
    116,178President and Chief
    
    
    2006
    
    
    $
    101,942
    
    
    $
    3,654
    
    
    $
    8,914
    
    
    $
    3,792
    
    
    $
    118,302Executive OfficerDavid Flake
    
    
    2007
    
    
    $
    90,798
    
    
    $
    3,562
    
    
    $
    4,731
    
    
    $
    3,119
    
    
    $
    102,210Secretary/Treasurer,
    
    
    2006
    
    
    $
    88,760
    
    
    $
    3,269
    
    
    $
    7,048
    
    
    $
    2,839
    
    
    $
    101,916Chief Financial Officer
and Controller
 
 (1)
    
    The amount shown for each executive officer is the amount paid or accrued through the Oil and
Gas Incentive Compensation Plan for fiscal 2007 and 2006, respectively.(2)
    
    For Mr. Singleton, amount includes matching funds contributed by the Company to its 401(k) plan
of $3,254 and $3,082 for fiscal 2007 and 2006, respectively. It also includes $777 and $710 for
premiums paid by the Company on a life insurance policy for Mr. Singleton during fiscal 2007 and
2006, respectively. Mr. Singleton designates the beneficiary. For Mr. Flake, all amounts are for
matching funds contributed by the Company to its 401(k) plan for his benefit.   8




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Outstanding
Equity Awards at Fiscal Year End
  Option AwardsEquityIncentive PlanNumber of
    
    Number of
    
    Awards: No. ofSecurities
    
    Securities
    
    SecuritiesUnderlying
    
    Underlying
    
    UnderlyingUnexercised
    
    Unexercised
    
    Unexercised
    
    Option
    
    OptionOptions (#)
    
    Options (#)
    
    Unearned
    
    Exercise
    
    ExpirationName
    
    Exercisable
    
    Unexercisable
    
    Options (3)
    
    Price
    
    DateRay Singleton
    
    
    90,000
    
    
    
    
    
    
    
    N/A
    
    
    $
    0.1150
    
    
    
    12/5/07David Flake
    
    
    25,000
    
    
    
    
    
    
    
    N/A
    
    
    $
    0.0900
    
    
    
    7/25/0725,000
    
    
    
    
    
    
    
    N/A
    
    
    $
    0.0325
    
    
    
    7/26/0825,000
    
    
    
    
    
    
    
    N/A
    
    
    $
    0.0420
    
    
    
    7/26/0925,000
    
    
    
    
    
    
    
    N/A
    
    
    $
    0.1325
    
    
    
    7/26/10
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Director Compensation
    
 ITEM 11
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
  Percent ofOutstandingName and Address
    
    Shares of Common Stock
    
    Shares Beneficiallyof Beneficial Owner
    
    Beneficially Owned
    
    OwnedRay Singleton
    
    
    4,415,412
    
    
    
    26.04
    %Denver, CO (a)David Flake
    
    
    683,535
    
    
    
    4.03
    %Denver, CO (b)Monroe W. Robertson
    
    
    5,000
    
    
    
    (d
    )Denver, CO (c)All officers and directors
    
    
    5,103,947
    
    
    
    30.07
    %as a group (3 persons) (a),
(b) and (c)
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(a)
    
    All 4,415,412 shares are owned directly by Mr. Singleton.(b)
    
    Represents 644,849 shares owned directly by Mr. Flake and 38,686 shares with indirect
beneficial ownership.(c)
    
    All 5,000 shares are owned directly by Mr. Robertson.(d)
    
    Less than 1%  
 ITEM 12
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
    
 ITEM 13
EXHIBITS
 Exhibit No.
    
    Document14.11
    
    Code of Business Conduct and Ethics31.1
    
    Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Ray Singleton,
Chief Executive Officer)31.2
    
    Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (David Flake,
Chief Financial Officer)32.1
    
    Certification Pursuant to 18 U.S.C. §1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 (Ray Singleton, Chief Executive Officer)32.2
    
    Certification Pursuant to 18 U.S.C. §1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 (David Flake, Chief Financial Officer).
 
 1
    
    Previously filed and incorporated herein by reference 11




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ITEM 14
PRINCIPAL ACCOUNTANT FEES AND SERVICES
  Years Ended March 31,2007
    
    
    2006Audit fees (1)
    
    $
    50,953
    
    
    $
    38,155Audit-related fees(2)
    
    
    2,125
    
    
    
    Tax fees(3)
    
    
    10,000
    
    
    
    5,500All other fees(4)
    
    
    
    
    
    
    $
    63,078
    
    
    $
    43,655
 
 (1)
    
    Reflects fees billed for the audit of the Companys consolidated financial statements
included in its Form 10-KSB and review of its quarterly reports on Form 10-QSB.(2)
    
    Reflects fees, if any, for consulting services related to financial accounting and reporting
matters.(3)
    
    Reflects fees billed for tax compliance, tax advice and preparation of the Companys federal
tax return.(4)
    
    Reflects fees, if any, for other products or professional services not related to the audit
of the Companys consolidated financial statements and review of its quarterly reports, or for
tax services. Pre-Approval Policies and Procedures
   BASIC EARTH SCIENCE SYSTEMS, INC.Date/s/ Ray Singleton
    
    
    
    July 25, 2007Ray Singleton, President/s/ David Flake
    
    
    
    July 25, 2007David Flake, Chief Financial Officer andPrincipal Accounting Officer
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Name and Capacity
    
    
    
    Date/s/ David Flake
    
    
    
    July 25, 2007David Flake, Director/s/ Monroe W. Robertson
    
    
    
    July 25, 2007Monroe W. Robertson, Director andAudit Committee Chairman/s/ Richard K. Rodgers
    
    
    
    July 25, 2007Richard K. Rodgers, Director andCompensation Committee Chairman/s/ Ray Singleton
    
    
    
    July 25, 2007Ray Singleton, Director
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EXHIBIT INDEX
 Exhibit No.
    
    Document14.11
    
    Code of Business Conduct and Ethics31.1
    
    Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Ray Singleton,
Chief Executive Officer)31.2
    
    Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (David Flake,
Chief Financial Officer)32.1
    
    Certification Pursuant to 18 U.S.C. §1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 (Ray Singleton, Chief Executive Officer)32.2
    
    Certification Pursuant to 18 U.S.C. §1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 (David Flake, Chief Financial Officer).
 
 1
    
    Previously filed and incorporated herein by reference 14