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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K/A
 (Amendment No. 1)
 þ
    
    ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Fiscal Year Ended March 31, 2009
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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.
 633 17 th Street, Suite 1645
Denver, Colorado 80202-3625
Telephone (303) 296-3076
 Incorporated in Delaware
    
    IRS ID# 84-0592823
 
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TABLE OF CONTENTS  Part IIIITEM 10 DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCEITEM 11 EXECUTIVE COMPENSATIONITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCEITEM 14 PRINCIPAL ACCOUNTANT FEES AND SERVICESPart IVITEM 15 EXHIBITS AND FINANCIAL STATEMENT SCHEDULESSignaturesEX-10.3EX-10.4EX-10.6EX-21EX-31.1EX-31.2EX-99.1EX-99.2    Table of Contents  Explanatory Note Regarding Amendment No. 1
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Part III
 
 ITEM 10
DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
 Directors
  Ray Singleton
 Richard K. Rodgers
 Monroe W. Robertson
 Composition of the Board
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Meetings and Committees of the Board
  Audit Committee . www.basicearth.net
  Nominating Committee www.basicearth.net
 Compensation Committee
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www.basicearth.net
 Director Nomination
    
    
    The name, age, business address and residence address of the nominee.
 
    
    The principal occupation or employment of the nominee.
 
    
    The class or series and number of shares of capital stock of the corporation
that are owned beneficially or of record by the nominee.
 
    
    Any other information relating to the nominee that would require disclosure in
a proxy statement or other filings required to be made in connection with
solicitations of proxies for election of directors pursuant to Section 14 of the
Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder.
  
    
    The name and record address of such stockholder.
    
    The class or series and number of shares of capital stock of the corporation
that are owned beneficially or of record by such stockholder.
    
    All other ownership interests of such stockholder, including derivatives,
hedged positions, synthetic and temporary ownership techniques, swaps, securities,
loans, timed purchases and other economic and voting interests.
    
    A description of all arrangements or understandings between such stockholder
and each proposed nominee and any other person or persons (including their names)
pursuant to which the nomination(s) are to be made by such stockholder.
    
    A representation that such stockholder intends to appear in person or by proxy
at the meeting to nominate the persons named in such stockholders notice.
    
    Any other information relating to such stockholder that would require
disclosure in a proxy statement or other filings required to be made in connection
with solicitations of proxies for election of directors pursuant to Section 14 of
the of the Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder.
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Executive Officers
  Name
    
    Age
    
    Office Held
    
    Year First AppointedRay Singleton
    
    
    58
    
    
    President and Chief Executive Officer, Director
    
    
    1993Joseph Young
    
    
    31
    
    
    Principal Accounting Officer
    
    
    2008
 Joseph Youn g
 Code of Ethics
 www.basicearth.net
 Compliance with Section 16(a) of the Securities Exchange Act
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ITEM 11
EXECUTIVE COMPENSATION
 General
   Compensation Components
  Base Salary.
 Cash Bonus and Non-Equity Incentive Awards.
  Equity-Based Compensation.
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Other Compensation Considerations.
 Summary Compensation Table
  Non-EquityFiscal
    
    
    
    
    
    
    
    
    
    Incentive Plan
    
    All OtherName and Principal
    
    Year
    
    
    
    
    
    
    
    
    
    Compensation
    
    CompensationPosition
    
    Ended
    
    Salary ($)
    
    Bonus ($)
    
    ($)(1)
    
    ($)(2)
    
    Total ($)Ray Singleton
    
    
    2009
    
    
    
    183,574
    (3)
    
    
    7,692
    (4)
    
    
    140,083
    
    
    
    6,073
    
    
    
    337,422President and
Chief Executive
Officer
    
    
    2008
    
    
    
    134,250
    
    
    
    6,346
    (4)
    
    
    27,014
    
    
    
    6,176
    
    
    
    173,786Joseph Young(5)
    
    
    2009
    
    
    
    110,169
    
    
    
    5,000
    (5)
    
    
    
    
    
    
    
    
    
    
    115,169Principal
Accounting
Officer
    
    
    2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 
 (1)
    
    Includes $22,961 and $130,520 earned for the fiscal year ended March 31, 2008, and fiscal
year ended March 31, 2009, respectively, under the Performance Bonus Plan (described below).
Amount also includes $9,563 accrued but not yet paid for the fiscal year ended March 31, 2009,
and $4,053 paid for the fiscal year ended March 31, 2008, in each case pursuant to the terms
and conditions of Basic Earths Oil and Gas Incentive Compensation Plan (described below).(2)
    
    Amounts include (i) matching funds contributed by Basic Earth to Mr. Singletons 401(k) plan
account of $5,826 and $5,204 for fiscal 2009 and 2008, respectively, and (ii) $247 and $850
for premiums paid by Basic Earth on a life insurance policy for Mr. Singleton during fiscal
2009 and 2008, respectively, as Mr. Singleton designates the beneficiary of this life
insurance policy.(3)
    
    Effective October 1, 2008, the Compensation Committee increased Mr. Singletons annual salary
from $165,000 to $200,000.(4)
    
    Includes holiday cash bonus payments for the periods indicated.(5)
    
    Mr. Young was engaged on a part-time, temporary basis pursuant to a consulting agreement
dated effective March 31, 2008. Mr. Young did not begin receiving payments under such
consulting 8




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Young Consulting Agreement
  Performance Bonus Plan
  Annual Production Bonus Award Percentage.
 Reserves Bonus Award Percentage .
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Return on Investment Bonus Award Percentage.
 Stock Price Bonus Award Percentage.
 th st st
 Company Standing
    
    Calculation
    
    Bonus AwardFirst Quartile
    
    100.0% of 25%
    
    
    25.000
    %Second Average Quartile
    
    62.5% of 25%
    
    
    15.625
    %Third Average Quartile
    
    37.5% of 25%
    
    
    9.375
    %Fourth Quartile
    
    0.0% of 25%
    
    
    3⁄4
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Oil and Gas Incentive Compensation Plan
  401(k) Plan
  Potential Payments upon Termination or Change in Control
  Director Compensation
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Fees Earned orPaid in Cash
    
    Stock Awards
    
    TotalName
    
    ($)
    
    ($)(1)
    
    ($)Richard K. Rodgers
    
    
    34,500
    (2)
    
    
    24,000
    
    
    
    58,500Monroe W. Robertson
    
    
    35,500
    (3)
    
    
    24,000
    
    
    
    59,500David Flake (4)
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    70,000
    
    
    
    48,000
    
    
    
    118,000
 
 (1)
    
    Represents the dollar amount recognized for financial statement reporting purposes for the
fiscal year in accordance with FAS 123R. Grants of shares of restricted stock vest one-third
each year over three years. The number of shares included in each grant is determined based
upon the average closing price for the ten trading days preceding each anniversary date of the
original grant. The amounts shown do not reflect compensation actually received by our
directors or the actual value that may be recognized by our directors with respect to these
awards in the future, because each award is subject to forfeiture. The aggregate number of
stock awards outstanding and subject to vesting at the fiscal year ended March 31, 2009, for
each director was as follows: Robertson  51,178 shares; Rodgers  51,178; and Flake  none.
In addition, each director was granted 44,889 shares of restricted stock on April 1, 2009,
subject to vesting and forfeiture.(2)
    
    Consists of a $16,000 annual cash retainer, $14,000 for attending Board and committee
meetings and $4,500 for serving as the Chairman of the Audit Committee.(3)
    
    Consists of a $16,000 annual cash retainer, $14,000 for attending Board and committee
meetings and $5,500 for serving as the Chairman of the Compensation Committee.(4)
    
    Mr. Flake resigned as an executive officer of Basic Earth in February 2008 and as a director
of the company in October 2008. By virtue of his status as a previous executive officer of
Basic Earth, Mr. Flake was not considered independent and, in accordance with our Director
Compensation Plan, was therefore not eligible for compensation as a director. 12




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ITEM 12
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
   Security Ownership of Directors and Management
  
    
    each of our directors, including the Boards nominees for re-election;
    
    each executive officer named in the Summary Compensation Table; and
    
    all directors and current executive officers as a group.
 Amount and Natureof Beneficial
    
    
    Percent ofName of Beneficial Owner (1)
    
    Ownership
    
    
    Class (%)(2)Ray Singleton
    
    
    4,505,912
    
    
    
    25.7
    %Joseph Young
    
    
    
    
    
    
    Richard K. Rodgers
    
    
    103,638
    (3)
    
    
    *Monroe W. Robertson
    
    
    109,538
    (3)
    
    
    *Total for all officers and directors(four individuals)
    
    
    4,719,088
    
    
    
    27.0
    %
 
 *
    
    The percentage of Common Stock beneficially owned is less than 1%.(1)
    
    The address of each of these persons is c/o Basic Earth Science Systems, Inc., 633
Seventeenth Street, Suite 1645, Denver, Colorado 80202.(2)
    
    Based on 17,505,727 shares outstanding at June 18, 2009.(3)
    
    Each director was given a restricted stock grant of 22,713 shares on April 1, 2007, 36,036
shares on April 1, 2008, and 44,889 shares on April 1, 2009. All of these shares were granted
subject to restrictions on the sale of such shares, which lapse in equal annual installments
over a three-year period. Each of Messrs. Rodgers and Robertson were issued their shares on
June 19, 2009 (subject to vesting and forfeiture), and each has the power to vote those
shares. Securities Authorized For Issuance under Equity Compensation Plans
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Equity Compensation Plan Information
 Number of securitiesNumber of securities to
    
    Weighted-average
    
    remaining available forbe issued upon exercise of
    
    exercise price of
    
    future issuance underoutstanding options,
    
    outstanding options,
    
    equity compensationPlan Category
    
    warrants and rights
    
    warrants and rights
    
    plansEquity
compensation plans
approved by
security holders
    
    
    - 0 -
    
    
    
    N/A
    
    
    
    - 0 -Equity compensation
plans not approved
by security holders
    
    
    - 0 -
    
    
    
    N/A
    
    
    
    89,778Total
    
    
    - 0 -
    
    
    
    N/A
    
    
    
    89,778
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ITEM 13
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,
AND DIRECTOR INDEPENDENCE
   
 ITEM 14
PRINCIPAL ACCOUNTANT FEES AND SERVICES
 Change in Independent Registered Public Accounting Firm
  Auditor Fees
   Years EndedMarch 312009
    
    2008Audit fees (1)
    
    
    92,000
    
    
    
    70,000Audit-related fees(2)
    
    
    4,000
    
    
    
    Tax fees(3)
    
    
    
    
    
    
    11,500All other fees(4)
    
    
    
    
    
    
    Total
    
    
    96,000
    
    
    
    81,500
 
 (1)
    
    Audit fees are for the audit of Basic Earths annual consolidated financial statements and
the review of Basic Earths quarterly financial statements for the fiscal years ended March
31, 2008 and 2009, and services that are normally provided by the independent registered
public accounting firm in connection with statutory and regulatory filings and engagements for
those fiscal years.(2)
    
    Basic Earth did not incur any audit-related fees for the fiscal year ended March 31, 2008.
For the fiscal year ended March 31, 2009, Basic Earth paid EKS&H $4,000 for audit-related
services, including services related to financial accounting and reporting matters.(3)
    
    Basic Earth did not incur any tax-related fees for the fiscal year ended March 31, 2009. For
the fiscal year ended March 31, 2008, Basic Earth paid Hein $11,500 for tax-related services,
including fees billed for tax compliance, tax advice and preparation of Basic Earths federal
tax return. 15




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(4)
    
    Basic Earth incurred no other fees during the fiscal years ended March 31, 2008, and March
31, 2009, for products and services rendered by Basic Earths principal accountants. Pre-Approval Policy and Procedures
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Part IV
 
 ITEM 15:
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 (a)
    
    Documents filed as part of this Annual Report on Form 10-K or incorporated by reference.(1)
    
    Financial StatementsAll financial statements as set forth under Item 8 of this report.(2)
    
    Supplementary Financial Statement SchedulesNone.(3)
    
    ExhibitsSee (b) below(b)
    
    ExhibitsThe following exhibits are filed pursuant to Item 601 of Regulation S-K:
 ExhibitNo.
    
    Document3(i)
    
    Restated Certificate of Incorporation of Basic Earth Science Systems,
Inc., effective May 12, 1981, as amended by (i) Certificate of Amendment
of Certificate of Incorporation, effective November 20, 1986; (ii)
Certificate of Amendment of Certificate of Incorporation, effective July
1, 1996; and (iii) Certificate of Designations of Series A Junior
Participating Preferred Stock, effective February 5, 2009, incorporated by
reference to Exhibit 3(i) of our Quarterly Report on Form 10-Q for the
quarter ended December 31, 2009, filed with the SEC on February 17, 2009.3(ii)
    
    Bylaws of Basic Earth Science Systems, Inc., dated July 15, 1986, as
amended by First Amendment to Bylaws, dated February 4, 2009, incorporated
by reference to Exhibit 3(ii) of our Quarterly Report on Form 10-Q for the
quarter ended December 31, 2009, filed with the SEC on February 17, 2009.4.1
    
    Rights Agreement, dated February 4, 2009, between Basic Earth Science
Systems, Inc. and Corporate Stock Transfer, Inc., incorporated by
reference to Exhibit 4.1 of our Current Report on Form 8-K., filed with
the SEC on February 5, 2009.10.1*
    
    Oil and Gas Incentive Compensation Plan, dated April 1, 1980, as amended,
incorporated by reference to our Annual Report on Form 10-K for the fiscal
year ended March 31, 1985, filed with the SEC.10.2
    
    Loan Agreement, dated March 4, 2002, between The Bank of Cherry Creek and
Basic Earth, incorporated by reference to Exhibit 10(i)a of our Annual
Report on Form 10-KSB for the fiscal year ended March 31, 2002, filed with
the SEC on June 28, 2002; as amended by Amended Loan Agreement, dated
January 3, 2006, between American National Bank (formerly The Bank of
Cherry Creek) and Basic Earth, incorporated by reference to Exhibit 10(i)a
of our Annual Report on Form 10-KSB for the fiscal year ended March 31,
2006, filed with the SEC on July 14, 2006; and as further amended by
Amended Loan Agreement, dated December 31, 2006, between American National
Bank and Basic Earth, incorporated by reference to Exhibit 10(i)a of our
Annual Report on Form 10-KSB for the fiscal year ended March 31, 2009,
filed with the SEC on June 29, 2007.10.3*
    
    Performance Bonus Plan, dated effective April 1, 2007, filed herewith.10.4*
    
    Director Compensation Plan, dated effective April 1, 2007, filed herewith.10.5*
    
    Form of Restricted Stock Agreement pursuant to the Director Compensation
Plan, incorporated by reference to Exhibit 10(ii) of the Annual Report on
Form 10-KSB for the fiscal year ended March 31, 2008, filed with the SEC
on July 11, 2008.10.6*
    
    Part-Time Employment and Confidentiality Agreement, effective March 31,2008, between
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ExhibitNo.
    
    DocumentJoseph Young and Basic Earth, filed herewith.14.1
    
    Code of Business Conduct and
Ethics, incorporated by reference to Exhibit 14.1 of our Annual
Report on Form 10-KSB/A for the fiscal year ended March 31, 2004, filed with the SEC on May 11, 2005.16.1
    
    Letter Regarding Change in
Certifying Accountant, incorporated herein by reference to Exhibit
16.1 of our Current Report on Form 8-K, filed with the SEC on July 21, 2008.21
    
    List of Subsidiaries of Basic Earth, filed herewith.31.1
    
    Certification of Chief Executive
Officer pursuant Section 302 of the Sarbanes-Oxley Act of 2002, dated October 9, 2009, filed herewith.31.2
    
    Certification of Principal
Accounting Officer pursuant Section 302 of the Sarbanes-Oxley Act of 2002, dated October 9, 2009, filed herewith.99.1
    
    Nominating Committee Charter, adopted September 28, 2009, filed herewith.99.2
    
    Compensation Committee Charter, adopted September 28, 2009, filed herewith.
 
 *
    
    Indicates management contracts or compensatory plans or arrangements required to be filed as
exhibits pursuant to Item 15 of Form 10-K. 18




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Signatures
  BASIC EARTH SCIENCE SYSTEMS, INC.
 By:
    
    /s/ Ray Singleton

Ray SingletonPresident and Chief Executive Officer(Principal Executive Officer)
 By:
    
    /s/ Joseph Young

Joseph YoungPrincipal Accounting Officer(Principal Financial Officer)
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EXHIBIT INDEX
 ExhibitNo.
    
    Document10.3
    
    Performance Bonus Plan, dated effective April 1, 2007, filed herewith.10.4
    
    Director Compensation Plan, dated effective April 1, 2007, filed herewith.10.6
    
    Part-Time Employment and Confidentiality Agreement, effective March 31,
2008, between Joseph Young and Basic Earth, filed herewith.21
    
    List of Subsidiaries of Basic Earth, filed herewith.31.1
    
    Certification of Chief Executive Officer pursuant Section 302 of the
Sarbanes-Oxley Act of 2002, dated October 9, 2009, filed herewith.31.2
    
    Certification of Principal Accounting Officer pursuant Section 302 of the
Sarbanes-Oxley Act of 2002, dated October 9, 2009, filed herewith.99.1
    
    Nominating Committee Charter, adopted September 28, 2009, filed herewith.99.2
    
    Compensation Committee Charter, adopted September 28, 2009, filed herewith.
 20