BASIC EARTH SCIENCE SYSTEMS INC
10QSB, 1998-11-24
CRUDE PETROLEUM & NATURAL GAS
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB


   X      QUARTERLY  REPORT  PURSUANT  TO SECTION 13 OR 15(d) OF THE  SECURITIES
- -------   EXCHANGE ACT OF 1934


For the quarterly period ended September 30, 1998
                               ------------------


          TRANSITION  REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES
- -------   EXCHANGE ACT OF 1934


                          Commission File Number 0-7914

                        BASIC EARTH SCIENCE SYSTEMS, INC.
        (Exact name of small business issuer as specified in its charter)


DELAWARE                                                              84-0592823
- --------------------------------------------------------------------------------
(State or other jurisdiction of                                    (IRS Employer
incorporation or organization)                               Identification No.)

633 Seventeenth Street, Suite 1670, Denver, Colorado                       80202
- --------------------------------------------------------------------------------
(Address of principal executive offices)                              (Zip Code)

                                 (303) 294-9525
- --------------------------------------------------------------------------------
                           (Issuer's telephone number)



Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 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. 
Yes   X    No


Shares of common stock outstanding on November 20, 1998:  16,530,487


<PAGE>

                        BASIC EARTH SCIENCE SYSTEMS, INC.

                                   FORM 10-QSB
                                      INDEX


PART I.  FINANCIAL INFORMATION

   Item 1.  Financial Statements..........................................     3

            Consolidated Balance Sheets - September 30, 1998
            and March 31, 1998............................................     3

            Consolidated Statements of Operations - Quarter Ended
            and Six Months Ended September 30, 1998 and
            September 30, 1997............................................     5

            Consolidated Statements of Cash Flows - Six Months Ended
            September 30, 1998 and September 30, 1997.....................     6

            Notes to Financial Statements.................................     7

   Item 2.  Management's Discussion and Analysis..........................     9

            Results of Operations.........................................    10

PART II. OTHER INFORMATION

   Item 1.  Legal Proceedings.............................................    14

   Item 2.  Changes in Securities.........................................    14

   Item 3.  Defaults Upon Senior Securities...............................    14

   Item 4.  Submission of Matters to a Vote of Security Holders...........    14

   Item 5.  Other Information.............................................    14

   Item 6.  Exhibits and Reports on Form 8-K..............................    15

   Signatures.............................................................    15


                                       2
<PAGE>
<TABLE>
<CAPTION>


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

Item 1. Financial Statements
- ----------------------------


                        Basic Earth Science Systems, Inc.
                           Consolidated Balance Sheets
                                   Page 1 of 2

                                                         September 30      March 31
                                                             1998            1998
                                                         ------------    ------------
                                                         (Unaudited)
Assets
<S>                                                      <C>             <C>         
Current assets
     Cash and cash equivalents                           $     77,000    $     52,000
     Accounts receivable
         Oil and gas sales                                    128,000         160,000
         Joint interest and other receivables                  99,000          97,000
         Less: allowance for doubtful accounts                (54,000)        (54,000)
     Other current assets                                     235,000         226,000
                                                         ------------    ------------

                  Total current assets                        485,000         481,000
                                                         ------------    ------------

Property and equipment
     Oil and gas property (full cost method)               32,616,000      32,559,000
     Support equipment                                        453,000         450,000
                                                         ------------    ------------

                                                           33,069,000      33,009,000
     Accumulated depletion - FCP (includes cumulative
         ceiling limitation charges of $14,961,000)       (31,425,000)    (31,217,000)
     Accumulated depreciation                                (387,000)       (374,000)
                                                         ------------    ------------

     Net property and equipment                             1,257,000       1,418,000
     Other noncurrent assets                                   82,000          85,000
                                                         ------------    ------------

                  Total noncurrent assets                   1,339,000       1,503,000
                                                         ------------    ------------

Total Assets                                             $  1,824,000    $  1,984,000
                                                         ============    ============


                             See accompanying notes.

                                       3
<PAGE>

                            Basic Earth Science Systems, Inc.
                               Consolidated Balance Sheets
                                       Page 2 of 2


                                                            September 30      March 31
                                                                1998            1998
                                                            ------------    ------------
                                                            (Unaudited)
Liabilities
Current liabilities
     Accounts payable                                       $    187,000    $    324,000
     Accrued liabilities                                         143,000         144,000
     Current portion of long-term debt                           360,000         234,000
                                                            ------------    ------------

                  Total current liabilities                      690,000         702,000
                                                            ------------    ------------

Long-term debt, less current portion                             270,000         390,000
                                                            ------------    ------------


Shareholders' Equity
     Preferred stock, $.001 par value
         Authorized - 3,000,000 shares
         Issued - 0 shares                                          --              --
     Common stock, $.001 par value
         32,000,000 shares authorized;
         16,879,752 shares issued at September 30
         and at March 31                                          17,000          17,000
     Additional paid-in capital                               22,692,000      22,692,000
     Accumulated deficit                                     (21,822,000)    (21,794,000)
     Less: treasury stock (349,265 shares at September 30
         and March 31); at cost                                  (23,000)        (23,000)
                                                            ------------    ------------

                  Total shareholders' equity                     864,000         892,000
                                                            ------------    ------------

Total Liabilities and Shareholders' Equity                  $  1,824,000    $  1,984,000
                                                            ============    ============


                                 See accompanying notes.

                                           4
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                                       Basic Earth Science Systems, Inc.
                                       Consolidated Statements of Income
                                                 (Unaudited)


                                                 Six Months Ended                         Quarters Ended
                                                   September 30                            September 30
                                             1998                1997                1998                1997
                                         ------------        ------------        ------------        ------------
Revenue
<S>                                      <C>                 <C>                 <C>                 <C>         
     Oil and gas sales                   $    794,000        $  1,359,000        $    350,000        $    709,000
     Well service revenue                      16,000              12,000               8,000              11,000
                                         ------------        ------------        ------------        ------------

     Total revenue                            810,000           1,371,000             358,000             720,000
                                         ------------        ------------        ------------        ------------

Expenses
     Oil and gas production                   474,000             794,000             236,000             391,000
     Production tax                            42,000             123,000              30,000              63,000
     Well service expenses                     14,000              13,000               7,000              12,000
     Depreciation, depletion and
         amortization                         214,000             279,000              99,000             157,000
     General and administrative                61,000              66,000              25,000              38,000
                                         ------------        ------------        ------------        ------------

     Total operating expenses                 805,000           1,275,000             397,000             661,000
                                         ------------        ------------        ------------        ------------

     Income (loss) from operations              5,000              96,000             (39,000)             59,000
                                         ------------        ------------        ------------        ------------

Other income (expense)
     Interest and other income (expense)        8,000               5,000               2,000              (3,000)
     Interest expense                         (41,000)            (25,000)            (17,000)            (14,000)
                                         ------------        ------------        ------------        ------------

     Total other expense                      (33,000)            (20,000)            (15,000)            (17,000)
                                         ------------        ------------        ------------        ------------

Income (loss) before income taxes             (28,000)             76,000             (54,000)             42,000
Income taxes                                     --                  --                  --                  --
                                         ------------        ------------        ------------        ------------

Net income (loss)                        $    (28,000)       $     76,000        $    (54,000)       $     42,000
                                         ============        ============        ============        ============

Basic and diluted weighted average
     number of shares outstanding          16,530,487          16,580,487          16,530,487          16,580,487
                                         ============        ============        ============        ============

Basic and diluted net income
     (loss) per share                    $      (.002)       $       .005        $      (.003)       $       .003
                                         ============        ============        ============        ============


                                              See accompanying notes.


                                                        5
</TABLE>
<PAGE>

                        Basic Earth Science Systems, Inc.
                      Consolidated Statements of Cash Flows
                                   (Unaudited)


                                                            Six Months Ended
                                                              September 30
                                                            1998         1997
                                                         ---------    ---------

Cash flows from operating activities
Net income (loss)                                        $ (28,000)   $  76,000
Adjustments to reconcile net income to
net cash provided by operating activities:
     Depreciation, depletion and amortization              214,000      279,000
     Change in current assets and current liabilities:
         Accounts receivable, net                           30,000       54,000
         Accounts payable and accrued liabilities         (138,000)     (30,000)
         Other current assets                               (9,000)      69,000
     Other noncurrent assets                                 3,000        1,000
     Other adjustments                                       7,000        9,000
                                                         ---------    ---------
Net cash provided by operating activities                   79,000      458,000
                                                         ---------    ---------

Cash flows from investing activities
Capital expenditures
     Oil and gas property                                 (140,000)    (258,000)
     Support equipment                                      (3,000)      (6,000)
Proceeds from sale of property and equipment                83,000         --
                                                         ---------    ---------
Net cash used in investing activities                      (60,000)    (264,000)
                                                         ---------    ---------

Cash flows from financing activities
Long-term debt payments                                    (61,000)    (175,000)
Proceeds from borrowing                                     67,000         --
                                                         ---------    ---------
Net cash provided by (used in) financing activities          6,000     (175,000)
                                                         ---------    ---------

Cash
Net increase                                                25,000       19,000
Balance at beginning of period                              52,000       97,000
                                                         ---------    ---------
Balance at end of period                                 $  77,000    $ 116,000
                                                         =========    =========

Supplemental disclosure of cash flow information:
Cash paid for interest                                   $  35,000    $  25,000


                             See accompanying notes.

                                       6
<PAGE>

                        Basic Earth Science Systems, Inc.
                          Notes to Financial Statements
                               September 30, 1998

The accompanying  interim  financial  statements of Basic Earth Science Systems,
Inc.  (Basic  or  the  Company)  are  unaudited.  However,  in  the  opinion  of
management,  the interim data  includes all  adjustments,  consisting  of normal
recurring adjustments,  necessary for a fair presentation of the results for the
interim period.

The  financial  statements  included  herein  have been  prepared by the Company
pursuant to the rules and regulations of the Securities and Exchange Commission.
Certain  information  and footnote  disclosures  normally  included in financial
statements prepared in accordance with generally accepted accounting  principles
have  been  condensed  or  omitted  pursuant  to  such  rules  and  regulations.
Management  believes the  disclosures  made are adequate to make the information
not misleading and suggests that these condensed financial statements be read in
conjunction with the financial  statements and notes thereto included in Basic's
March 31, 1998 Form 10-KSB.

Forward-Looking Statements
- --------------------------

This Form 10-QSB  includes  "forward-looking  statements"  within the meaning of
Section 27A of the  Securities Act of 1933, as amended (the  "Securities  Act"),
and  Section  21E of the  Securities  Exchange  Act of  1934,  as  amended  (the
"Exchange  Act").  All  statements  other than  statements  of  historical  fact
included in this Form 10-QSB,  including,  without  limitation,  the  statements
under both "Notes To Financial Statements" and "Item 2. Management's  Discussion
and  Analysis or Plan of  Operation"  located  elsewhere  herein  regarding  the
Company's  financial  position and  liquidity,  the amount of and its ability to
make debt service payments,  its strategies,  financial  instruments,  and other
matters, are forward-looking statements.  Although the Company believes that the
expectations reflected in such forward-looking statements are reasonable, it can
give no  assurance  that such  expectations  will  prove to have  been  correct.
Important  factors that could cause actual results to differ materially from the
Company's expectations are disclosed in this Form 10-QSB in conjunction with the
forward-looking statements included in this Form 10-QSB.

FASB 133
- --------

In June  1998,  the  FASB  issued  SFAS  No.  133,  "Accounting  for  Derivative
Instruments and Hedging  Activities" which establishes  accounting and reporting
standards for derivative  instruments  including certain derivative  instruments
embedded in other  contracts and for hedging  activities.  SFAS 133 is effective
for all fiscal  quarters of fiscal years  beginning  June 15,  1999.  Management
believes the adoption of this statement  will not have a material  impact on the
Company's financial statements.


                                       7
<PAGE>



Year 2000
- ---------

The "Year 2000" problem is the result of computer  programs  being written using
two digits rather than four to define the applicable year. Any computer programs
that have time  sensitive  software may  recognize a date using "00" as the year
1900  rather  than the year  2000.  Speculation  as to the  impact of this issue
varies widely.

The  Company  cannot  state that the Year 2000  problem  will not pose  material
operational problems.  Nor is the Company in control of the external forces that
could  create  these  material   impacts.   The  Company  has  not  completed  a
comprehensive assessment of the Company's Year 2000 problem, nor established any
written Year 2000 policies.

The vast majority of the Company's  software are Microsoft  Windows 95/Office 97
products  and are not  expected  to be a problem.  The  software  provider  that
supports the Company's software program for its principal  accounting system has
assured the Company  that it will be Year 2000  compliant  by March 1999.  Since
modification  of this  program  is  included  in the  ongoing  software  support
contract,  the Company does not expect to expend any significant amount of funds
to address resolving Year 2000 issues.

The Company is not  dependent on any one vendor in a given area,  and should not
be  impacted  by the  failure  of any one  vendor to provide  the  Company  with
necessary supplies and equipment.

The Company  sells its primary  product,  oil,  to a number of  purchasers,  and
sometimes to multiple purchasers in the same geographical area. Furthermore, for
the vast majority of the Company's  product,  the Company can switch  purchasers
within 30 days.  For these  reasons,  the Company has not  contacted  any of its
purchasers  as to  whether  or not  they  are  Year  2000  compliant,  nor  does
management believe it necessary at this time.

Summary of Significant Accounting Policies
- ------------------------------------------

Reclassifications  Certain  prior year  amounts  may have been  reclassified  to
conform to current year presentation.

Cash and Cash  Equivalents For purposes of the  Consolidated  Balance Sheets and
Statements of Cash Flows,  Basic considers all highly liquid  investments with a
maturity of ninety days or less when purchased to be cash equivalents.

Use of Estimates The  preparation  of financial  statements  in conformity  with
generally accepted  accounting  principles requires management to make estimates
and  assumptions  that affect the reported  amounts of assets and liabilities at
the date of the financial  statements  and the reported  amounts of revenues and
expenses  during the reporting  period.  Actual  results could differ from those
estimates.  There are many factors,  including global events, that may influence
the production,  processing,  marketing,  and valuation of crude oil and natural
gas. A reduction  in the  valuation  of oil and gas  properties  resulting  from
declining  prices or  production  could  adversely  impact  depletion  rates and
ceiling test limitations.

                                       8
<PAGE>


Item 2. Management's Discussion and Analysis or Plan of Operation
- -----------------------------------------------------------------

Liquidity and Capital Resources
- -------------------------------

Liquidity  During the six months just ended,  current  assets  increased 1% from
$481,000 at year ended March 31,  1998 (March 31) to $485,000 at  September  30,
1998 (September 30) and current liabilities  decreased 2% from $702,000 at March
31 to $690,000 at  September  30.  Consequently,  the  Company's  current  ratio
increased slightly from 0.69:1 at March 31 to 0.70:1 at September 30. A specific
Bank covenant requires the maintenance of a current ratio of at least 1:1, after
adjustment  for the  removal  of the  current  portion  of  long-term  debt.  At
September 30, 1998,  the Company was in compliance  with all Bank  covenants and
the Company's  current ratio was 1.47:1 as calculated  per the provisions of the
covenants.

With the current drop in oil prices, Basic has been forced to shut in marginally
producing  wells as they  become  unprofitable.  When  these  wells are shut in,
equipment  is removed and  transferred  to  inventory to be either used on other
properties or sold at market value.  This increase in inventory  resulted in the
increase in other current assets. In turn, oil and gas sales receivable declined
due to lower sales volume and the decline in oil prices

Debt As of September 30, 1998, the Company did not have any remaining  borrowing
capacity.  Under the terms of the agreement with its bank in effect at September
30, 1998,  Basic was  obligated to make  monthly  principal  payments of $30,000
beginning  August 1, 1998. The Company was able to make only one $30,000 payment
on September  30, 1998  followed by a $10,000  principal  payment on October 31,
1998. Effective November 3, 1998 Basic and its bank entered into an agreement to
modify the existing loan agreement.  Effective  immediately,  the borrowing base
was set at  $620,000  and the  Company  is to  begin  making  monthly  principal
payments of $10,000 beginning November 30, 1998 through March 31, 1999. At April
30, 1999 the monthly  principal  payments will increase to $20,000 through March
31, 2000. On the maturity date of April 1, 2000 any remaining  balance due shall
be paid in full.  Reference  should be made to the  Company's  Form 10-KSB as of
March 31, 1998 for further disclosure regarding the Company's debt.

Hedging At  September  30, 1998,  the Company had 17 open  options  contracts to
hedge future  deliveries  with  maturities  ranging from  November  1998 through
February 1999 at prices ranging from $15.00 to $20.00 per barrel.

Liquidity  Outlook The Company's  primary source of funding is the net cash flow
from the sale of its oil and gas  production.  The  profitability  and cash flow
generated by the Company's  operations in any particular  accounting period will
be directly  related to: (a) the volume of oil and gas  produced  and then sold,
(b) the average  realized  prices for oil and gas sold,  and (c) lifting  costs.
Assuming that oil prices do not decline  significantly  from current levels, and
having  successfully  renegotiated its bank debt,  management  believes the cash
generated from operations and hedging activities will enable the Company to meet
its existing and normal recurring  obligations as they become due in fiscal year
1999.

                                       9
<PAGE>


Strategy Implementation
- -----------------------

The  Company's  long  term  plan  of  operation  involves  the  acquisition  and
exploitation of producing  properties.  However,  the Company has suspended this
plan  pending  the  recovery  of oil  prices.  In the  interim,  the Company has
renegotiated  its bank debt,  thereby  lowering  its monthly  principal  payment
requirements.  The Company  expects to continue  focusing on reducing both lease
operating  and general and  administrative  expenses.  In addition,  the Company
plans to accelerate  its plans to divest  and/or  abandon  marginal  wells in an
effort to  generate  additional  cash from  sales or the  salvage  of  leasehold
equipment.  Basic may also alter or vary these plans pending the recovery of oil
prices based upon changes in circumstances,  unforeseen  opportunities and other
events which the Company is not able to anticipate.

The Company holds a number of marginal  wells which have been shut in due to low
oil prices. As mentioned above,  Basic intends to accelerate its efforts to plug
or sell these wells in the current  fiscal year.  Management  believes  that the
salvage value of the associated  equipment,  net of plugging costs,  will have a
positive impact on the Company's cash flow.

The Company also holds several major value  properties  (relative to the size of
its existing  debt). If its various  short-term  efforts fail, and oil prices do
not recover, the Company may chose to sell one or several of these properties in
order to reduce or extinguish its existing debt.

If oil prices  should drop  further from their  current low levels,  the impacts
could be several.  The Company may incur further ceiling test limitations and be
required to further  write down oil and gas  properties.  Moreover,  even if the
Company is successful in any or all of its previously  discussed efforts,  there
can be no  assurance  that  the  Company  will be able to  continue  to meet its
existing obligations as they become due in fiscal year 1999.

Results of Operations
- ---------------------

Year-To-Date Comparison
- -----------------------

Overview
- --------

Operations in the six months ended  September 30, 1998 (1998)  resulted in a net
loss of $28,000  compared  to net income of $76,000  for the same period in 1997
(1997).

Revenues
- --------

Oil and gas sales revenue decreased  $565,000 (42%) in 1998 from 1997. Oil sales
revenue declined  $541,000 (45%).  Lower oil sales volume accounted for $292,000
(54%) of this  decline  while  the drop in oil  prices  resulted  in a  negative
variance of $249,000 (46%).  In addition,  gas sales revenue  decreased  $24,000
(16%) in 1998 from 1997.  A decrease in gas sales volume  accounted  for $21,000
(88%)  of  this  variance   while  the  remaining   $3,000  (12%)  decrease  was
attributable to drop in gas prices. As discussed in more detail in the following
paragraph,  in addition to normal  production  decline,  lower oil and gas sales
volumes are a function of prices.  As oil and/or gas prices continue to decline,
more wells  become  uneconomic  and must be shut in or abandoned  thus  reducing
sales volume.

                                       10
<PAGE>


Volumes and Prices
- ------------------

Total liquid sales  decreased 24%, from 68,000 barrels in 1997 to 51,600 barrels
in 1998 while there was a 27% drop in the  average  price per barrel from $17.78
in 1997 to $12.95 in 1998.  Total gas sales  decreased  14%,  from 88,600 MCF in
1997 to 76,200 MCF in 1998, and the average price per MCF dropped 2%, from $1.69
in 1997 to $1.65 in 1998.  Along with normal  production  decline,  liquid sales
were  adversely  impacted  by the sharp  decline in oil  prices.  With lower oil
prices the  Company  has been forced to shut-in  marginally  producing  wells in
order to reduce expenses so as to maintain a positive cash flow.

Expenses
- --------

Oil and gas  production  expense  decreased  $320,000  (40%) in 1998  from  1997
primarily as a result of the  curtailment of field  activities.  As noted in the
preceding  paragraph,  marginally producing wells have been shut-in due to lower
oil prices.  In  addition,  the Company  has scaled back its  workovers  on many
properties pending some recovery in oil prices.

Production taxes decreased $81,000 (66%) as a result of two factors.  First, the
drop in oil and gas sales revenue  directly  resulted in a decline in production
taxes. Second, Basic received the benefit of a $23,000 refund of severance taxes
in the first  quarter of 1998.  As a result of the decreases in both oil and gas
production expense and production taxes, the overall lifting cost per equivalent
barrel decreased 28% from $11.08 in 1997 to $8.02 in 1998.

Depreciation, depletion and amortization expense decreased $65,000 (23%) in 1998
from 1997. An increase in the depletion rate from 10.2% in 1997 to 14.4% in 1998
was more than offset by the  significant  reduction of the depletable base (full
cost pool) due to the  ceiling  limitation  writedown  at March 31,  1998.  As a
result, the depletion expense per equivalent barrel decreased from $3.29 in 1997
to $3.24 in 1998.

Gross general and  administrative  expense  decreased $24,000 (12%) in 1998 from
1997. However, net general and administrative expense decreased only $5,000 (8%)
as a direct  result  of the  drop in oil  prices.  As Basic  shut in some of the
marginally  producing  wells that it operated,  it reduced the amount of general
and administrative  overhead that the Company is allowed to recover from outside
interests  in these  wells.  The  decrease in gross  general and  administrative
expense is also a reflection of management's efforts to reduce expenses in light
of the continued  decline in oil prices.  The largest  decrease  occurred in the
area of employee  compensation  and benefits that declined $12,000 (10%) in 1998
from 1997. Despite the overall decrease,  net general and administrative expense
per equivalent  barrel increased from $0.80 in 1997 to $0.96 in 1998 as a result
of decreased oil and gas sales volumes.

Quarter Ended September 30, 1998 Compared to Quarter Ended September 30, 1997
- -----------------------------------------------------------------------------

Overview
- --------

Operations in the quarter ended September 30, 1998 (1998) resulted in a net loss
of $54,000  compared to net income of $42,000 in the quarter ended September 30,
1997 (1997).

                                       11
<PAGE>


Revenues
- --------

Oil and gas sales revenue decreased  $359,000 (51%) in 1998 from 1997. Oil sales
revenue declined  $321,000 (52%).  Lower oil sales volume accounted for $196,000
(61%) of this  decline  while  the drop in oil  prices  resulted  in a  negative
variance of $125,000 (39%).  In addition,  gas sales revenue  decreased  $38,000
(44%) in 1998 from 1997.  A decrease in gas volume sales  accounted  for $29,000
(76%)  of  this  variance   while  the  remaining   $9,000  (24%)  decrease  was
attributable to a drop in gas prices.

Volumes and Prices
- ------------------

Total liquid sales  decreased 31%, from 35,600 barrels in 1997 to 24,400 barrels
in 1998 while there was a 29% drop in the  average  price per barrel from $17.48
in 1997 to $12.34 in 1998.  Total gas sales  decreased  33%,  from 48,600 MCF in
1997 to 32,600 MCF in 1998,  and the  average  price per MCF dropped  17%,  from
$1.80 in 1997 to $1.50 in 1998.  Along with normal  production  decline,  liquid
sales were adversely  impacted by the sharp decline in oil prices.  As mentioned
throughout,  with  lower oil  prices  the  Company  has been  forced to  shut-in
marginally  producing  wells in order to reduce  expenses  so as to  maintain  a
positive cash flow.

Expenses
- --------

Oil and gas  production  expense  decreased  $155,000  (40%) in 1998  from  1997
primarily as a result of the  curtailment of field  activities.  As noted in the
preceding  paragraph,  marginally producing wells have been shut-in due to lower
oil prices.  In  addition,  the Company  has scaled back its  workovers  on many
properties pending some recovery in oil prices.

Production  taxes decreased  $33,000 (52%) as a direct result of the drop in oil
and gas sales  revenue.  Because of the decreases in both oil and gas production
expense and production  taxes,  the overall  lifting cost per equivalent  barrel
decreased 14% from $10.39 in 1997 to $8.90 in 1998.

Depreciation, depletion and amortization expense decreased $58,000 (37%) in 1998
from  1997.  This  decrease  was  caused  by the  significant  reduction  of the
depletable  base (full cost pool) due to the  ceiling  limitation  writedown  at
March 31,  1998.  As a result,  the  depletion  expense  per  equivalent  barrel
decreased from $3.50 in 1997 to $3.26 in 1998.

Gross general and  administrative  expense  decreased $25,000 (24%) in 1998 from
1997 and net general and administrative  expense decreased $13,000 (34%). Again,
the difference is due to the fact that as oil prices continue to remain at their
current  low  levels,  Basic has been  forced to shut in some of the  marginally
producing  wells that it  operated.  This  reduces  the  amount of  general  and
administrative  overhead  that the  Company is allowed to recover  from  outside
interests in these wells.  Also,  in an effort to maintain a positive cash flow,
management  has taken  additional  steps to reduce  general  and  administrative
expenses where possible.  Again,  the largest  decrease  occurred in the area of
employee  compensation  and benefits  that  declined  $11,000 (19%) in 1998 from
1997.  Despite  the  decrease  in oil and gas sales  volumes,  net  general  and
administrative  expense per  equivalent  barrel  decreased from $0.87 in 1997 to
$0.84 in 1998.



                                       12
<PAGE>

      Liquids and Natural Gas Production, Sales Price and Production Costs
      --------------------------------------------------------------------

The following table shows selected financial  information for the six months and
quarter  ended  September 30 in the current and prior year.  Certain  prior year
amounts may have been reclassified to conform to current year presentation.
<TABLE>
<CAPTION>

                                         Six Months Ended           Quarter Ended
                                           September 30              September 30
                                        1998         1997         1998         1997
                                     ----------   ----------   ----------   ----------
     Sales volume
<S>                                      <C>          <C>          <C>          <C>   
         Oil (barrels)                   51,600       68,000       24,400       35,600
         Gas (mcf)                       76,200       88,600       32,600       48,600

     Revenue
         Oil                         $  668,000   $1,209,000   $  301,000   $  622,000
         Gas                            126,000      150,000       49,000       87,000
                                     ----------   ----------   ----------   ----------
                                        794,000    1,359,000      350,000      709,000
     Total production expense(1)        516,000      917,000      266,000      454,000
                                     ----------   ----------   ----------   ----------
     Gross profit                    $  278,000   $  442,000   $   84,000   $  255,000
                                     ==========   ==========   ==========   ==========

     Depletion expense               $  208,000   $  272,000   $   96,000   $  153,000

     Depletion expense per BOE(3)    $     3.24   $     3.29   $     3.26   $     3.50

     Average production expense(2,3) $     8.02   $    11.08   $     8.90   $    10.39

     Average sales price(3)
         Oil (per barrel)            $    12.95   $    17.78   $    12.34   $    17.48
         Gas (per mcf)                     1.65         1.69         1.50         1.80

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

     1    Operating expenses, including production tax
     2    Operating expenses, including production tax, per equivalent barrel (6
          mcf of gas is equivalent to 1 barrel of oil)
     3    Averages calculated based upon non-rounded figures



                           (Intentionally left blank)







                                       13
</TABLE>

<PAGE>



PART II.
                                OTHER INFORMATION
                                -----------------
                        (Cumulative from March 31, 1998)

Item 1. Legal Proceedings
- -------------------------

None.

Item 2. Changes in Securities
- -----------------------------

None.

Item 3. Defaults Upon Senior Securities
- ---------------------------------------

None.

Item 4. Submission of Matters to a Vote of Security Holders
- -----------------------------------------------------------

During the six months  ended  September  30,  1998,  there were no  meetings  of
Basic's  shareholders  nor  were any  matters  submitted  to a vote of  security
holders through the solicitation of consents, proxies or otherwise.

Item 5. Other Information
- -------------------------

At March 31, 1998, the Company  accepted the  resignation of its  controller,  a
long time  employee.  Fortunately,  the Company was able to  immediately  hire a
replacement. However, this new controller resigned in the quarter just ended.

The Company has interviewed a number of candidates,  and made a concerted effort
to fill this position, all to no avail. A number of factors have influenced this
situation.  The  availability of accountants  with oil and gas experience in the
Denver  area is  surprisingly  low.  Basic's  size  and the  desire  for  public
accounting  experience  creates  a  disparity  in  salary  expectations  by both
parties. Also, the "Going Concern" opinion letter, which the Company received in
its most  recent Form  10-KSB,  makes it  difficult  to recruit  candidates  who
currently have employment.

Other than not timely filing its quarterly  Form  10-QSB's,  the Company has not
been  adversely  impacted by this vacancy.  Although,  allowing this position to
remain vacant is not sustainable and could in the long run adversely  impact the
Company. In the interim,  the Company has been able to fulfill its SEC and other
governmental  agencies filing  requirements with the use of one contract person.
The Company  expects to continue its efforts to fill this  position  with a full
time employee.


                                       14
<PAGE>


Item 6. Exhibits and Reports on Form 8-K
- ----------------------------------------

None.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
is signed by the following authorized person on behalf of Basic.

BASIC EARTH SCIENCE SYSTEMS, INC.



- ---------------------------------
Ray Singleton, President and
Principal Accounting Officer


Date:  November 20, 1998


                                       15

<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                                           <C>
<PERIOD-TYPE>                                6-MOS
<FISCAL-YEAR-END>                          MAR-31-1999
<PERIOD-START>                             APR-01-1998
<PERIOD-END>                               SEP-30-1998
<CASH>                                          77,000
<SECURITIES>                                         0
<RECEIVABLES>                                  227,000
<ALLOWANCES>                                  (54,000)
<INVENTORY>                                    235,000<F1>
<CURRENT-ASSETS>                               485,000
<PP&E>                                      33,069,000
<DEPRECIATION>                            (31,812,000)
<TOTAL-ASSETS>                               1,824,000
<CURRENT-LIABILITIES>                          690,000
<BONDS>                                              0
                                0
                                          0
<COMMON>                                        17,000
<OTHER-SE>                                           0
<TOTAL-LIABILITY-AND-EQUITY>                 1,824,000
<SALES>                                        794,000
<TOTAL-REVENUES>                               810,000
<CGS>                                          805,000<F2>
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              41,000
<INCOME-PRETAX>                               (28,000)<F3>
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                  (28,000)<F3>
<EPS-PRIMARY>                                   (.002)<F3>
<EPS-DILUTED>                                   (.002)<F3>
<FN>
<F1> and other current assets
<F2> Operating expenses
<F3> (loss)
</FN>
        

</TABLE>


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