BASIC EARTH SCIENCE SYSTEMS INC
10QSB, 1999-02-16
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        December 31, 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 February 12, 1999:  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 - December 31, 1998
               and March 31, 1998.......................................   3

               Consolidated Statements of Operations - Quarter
               Ended and Nine Months Ended December 31, 1998 and
               December 31, 1997........................................   5

               Consolidated Statements of Cash Flows - Nine Months
               Ended December 31, 1998 and December 31, 1997............   6

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

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

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

PART II. OTHE 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.........................  14

       Signatures   ....................................................  14


<PAGE>



PART I.
                              FINANCIAL INFORMATION

Item 1.  Financial Statements


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

                                                    December 31       March 31
                                                       1998             1998
                                                   ------------    ------------
                                                    (Unaudited)
Assets
Current assets
     Cash and cash equivalents                     $     68,000    $     52,000
     Accounts receivable
         Oil and gas sales                              112,000         160,000
         Joint interest and other receivables           142,000          97,000
         Less: allowance for doubtful accounts          (54,000)        (54,000)
     Other current assets                               204,000         226,000
                                                   ------------    ------------

                  Total current assets                  472,000         481,000
                                                   ------------    ------------

Property and equipment
     Oil and gas property (full cost method)         32,631,000      32,559,000
     Support equipment                                  455,000         450,000
                                                   ------------    ------------

                                                     33,086,000      33,009,000
     Accumulated depletion - FCP (includes
         cumulative ceiling limitation
         charges of $14,961,000)                    (31,523,000)    (31,217,000)
     Accumulated depreciation                          (394,000)       (374,000)
                                                   ------------    ------------

     Net property and equipment                       1,169,000       1,418,000
     Other noncurrent assets                             85,000          85,000
                                                   ------------    ------------

                  Total noncurrent assets             1,254,000       1,503,000
                                                   ------------    ------------

Total Assets                                       $  1,726,000    $  1,984,000
                                                   ============    ============


                 See accompanying Notes to Financial Statements.


<PAGE>



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


                                                    December 31       March 31
                                                       1998             1998
                                                   -------------   ------------
                                                    (Unaudited)
Liabilities
Current liabilities
     Accounts payable                              $    214,000    $    324,000
     Accrued liabilities                                159,000         144,000
     Current portion of long-term debt                  210,000         234,000
                                                   ------------    ------------

                  Total current liabilities             583,000         702,000
                                                   ------------    ------------

Long-term debt, less current portion                    390,000         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 December 31
         and at March 31                                 17,000          17,000
     Additional paid-in capital                      22,692,000      22,692,000
     Accumulated deficit                            (21,933,000)    (21,794,000)
     Less: treasury stock (349,265 shares at
         December 31 and March 31); at cost             (23,000)        (23,000)
                                                   ------------    ------------

                  Total shareholders' equity            753,000         892,000
                                                   ------------    ------------

Total Liabilities and Shareholders' Equity         $  1,726,000    $  1,984,000
                                                   ============    ============


                 See accompanying Notes to Financial Statements.


<PAGE>
<TABLE>
<CAPTION>
                                     Basic Earth Science Systems, Inc.
                                    Consolidated Statements of Income
                                                (Unaudited)

                                                         Nine Months Ended                         Quarters Ended
                                                            December 31                             December 31
                                                     1998               1997                 1998                1997
                                                 ------------        ------------        ------------        ------------
<S>                                              <C>                 <C>                 <C>                 <C>
Revenue
     Oil and gas sales                           $  1,109,000        $  1,908,000        $    315,000        $    549,000
     Well service revenue                              20,000              18,000               4,000               6,000
                                                 ------------        ------------        ------------        ------------

     Total revenue                                  1,129,000           1,926,000             319,000             555,000
                                                 ------------        ------------        ------------        ------------

Expenses
     Oil and gas production                           732,000           1,237,000             258,000             443,000
     Production tax                                    67,000             172,000              25,000              49,000
     Well service expenses                             17,000              21,000               3,000               8,000
     Depreciation, depletion and
         amortization                                 315,000             407,000             101,000             128,000
     General and administrative                        93,000             118,000              32,000              52,000
                                                 ------------        ------------        ------------        ------------

     Total operating expenses                       1,224,000           1,955,000             419,000             680,000
                                                 ------------        ------------        ------------        ------------

     Loss from operations                             (95,000)            (29,000)           (100,000)           (125,000)
                                                 ------------        ------------        ------------        ------------

Other income (expense)
     Interest and other income                         14,000              10,000               6,000               5,000
     Interest expense                                 (58,000)            (42,000)            (17,000)            (17,000)
                                                 ------------        ------------        ------------        ------------

     Total other expense                              (44,000)            (32,000)            (11,000)            (12,000)
                                                 ------------        ------------        ------------        ------------

Net loss                                         $   (139,000)       $    (61,000)       $   (111,000)       $   (137,000)
                                                 ============        ============        ============        ============

Basic and diluted weighted average
     number of shares outstanding                  16,530,487          16,561,265          16,530,487          16,523,031
                                                 ============        ============        ============        ============


Basic and diluted net loss per share             $      (.008)       $      (.004)       $      (.007)       $      (.008)
                                                 ============        ============        ============        ============


                                        See accompanying Notes to Financial Statements.

</TABLE>
<PAGE>

                        Basic Earth Science Systems, Inc.
                      Consolidated Statements of Cash Flows
                                   (Unaudited)
                                                           Nine Months Ended
                                                               December 31
                                                            1998         1997
                                                         ---------    ---------
Cash flows from operating activities
Net loss                                                 $(139,000)   $ (61,000)
Adjustments to reconcile net income to
net cash provided by operating activities:
     Depreciation, depletion and amortization              315,000      407,000
     Loss on sale of assets                                   --          1,000
     Change in current assets and current liabilities:
         Accounts receivable, net                            3,000      (45,000)
         Accounts payable and accrued liabilities          (95,000)    (110,000)
         Other current assets                               22,000       74,000
     Other noncurrent assets                                  --          2,000
     Other adjustments                                      11,000       16,000
                                                         ---------    ---------
Net cash provided by operating activities                  117,000      284,000
                                                         ---------    ---------
Cash flows from investing activities
Capital expenditures
     Oil and gas property                                 (155,000)    (358,000)
     Support equipment                                      (5,000)      (3,000)
Proceeds from sale of property and equipment                83,000         --
                                                         ---------    ---------
Net cash used in investing activities                      (77,000)    (361,000)
                                                         ---------    ---------
Cash flows from financing activities
Proceeds from borrowing                                     67,000      210,000
Long-term debt payments                                    (91,000)    (175,000)
Purchase of treasury stock                                    --        (10,000)
                                                         ---------    ---------
Net cash provided by (used in) financing activities        (24,000)      25,000
                                                         ---------    ---------

Cash
Net increase (decrease)                                     16,000      (52,000)
Balance at beginning of period                              52,000       97,000
                                                         ---------    ---------
Balance at end of period                                 $  68,000    $  45,000
                                                         =========    =========

Supplemental disclosure of cash flow information:
Cash paid for interest                                   $  51,000    $  42,000


                 See accompanying Notes to Financial Statements.


<PAGE>

                        Basic Earth Science Systems, Inc.
                          Notes to Financial Statements
                                December 31, 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.

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.

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 April 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.

<PAGE>

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.  In an effort to control expenses,  Basic did not do a
quarterly  evaluation of its oil and gas reserves. A detailed reserve evaluation
will be performed in  conjunction  with its audit  subsequent to its year end at
March 31, 1999.

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

Liquidity and Capital Resources
Liquidity  During the nine months just ended,  current assets  decreased 2% from
$481,000 at year end March 31, 1998 (March 31) to $472,000 at December  31, 1998
(December 31) and current liabilities decreased 17% from $702,000 at March 31 to
$583,000 at December 31.  Consequently,  the Company's  current ratio  increased
from  0.69:1 at March 31 to 0.81:1 at  December  31. 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 December 31, 1998,
the Company was in compliance with all Bank covenants and the Company's  current
ratio was 1.27:1 as calculated per the provisions of the covenants.

With the downward  trend in oil prices  during the past nine  months,  Basic has
been forced to shut in marginally  producing wells as they become  unprofitable.
If any of these wells are eventually plugged and abandoned, equipment is removed
and  transferred  to inventory to be either used on other  properties or sold at
market value.  During the nine months ended December 31 there was a net increase
in the inventory account, which is included in other current assets, of $12,000.
This net  increase  in other  current  assets was more than  offset by a $34,000
decrease in open futures and options contracts during the same period.

Declining sales volumes resulting from wells being shut in together with sharply
lower  oil  prices  resulted  in a  $48,000  (30%)  drop in oil  and  gas  sales
receivables  at December 31 from March 31. A significant  portion of the $45,000
(46%) increase in joint interest and other  receivables is due to ad valorem tax
accrual adjustments.

<PAGE>


Debt As of December 31, 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 modified the existing loan
agreement.  Effective  November 3, the  borrowing  base was set at $620,000 with
scheduled monthly principal  payments of $10,000 beginning November 30, 1998 and
running 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. As of February 12, 1999
the Company was current on its scheduled principal payments. 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 December 31, 1998, the Company had 2 open options  contracts to hedge
future  deliveries , both  maturing in February 1999 at a strike price of $16.00
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.
During the quarter  ended  December 31, 1998 the average price per barrel of oil
was $10.94. This was a $1.40 (11%) per barrel drop from the $12.34 average price
received for the quarter ended  September 30, 1998.  This further decline in oil
prices  continued to adversely  effect the Company.  At current cash flow levels
and current oil prices, or with any further drop in oil prices,  there can be no
assurance that the Company will be able to meet its bank debt  obligations  when
the  scheduled  monthly  payments  increase  to $20,000 in April  1999.  If this
situation  were  to  occur,  the  Company  would  negotiate  with  the  Bank  to
restructure the monthly  payments upon mutually  agreeable  terms.  There are no
assurances that such terms would be favorable to the Company.  (Reference should
be made to the Going Concern  paragraph of the auditor's  opinion  letter in the
Company's Form 10-KSB at March 31, 1998.)

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
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 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 2000.

<PAGE>

Results of Operations

Year-To-Date Comparison

Overview
Operations in the nine months ended  December 31, 1998 (1998)  resulted in a net
loss of  $139,000  compared to a net loss of $61,000 for the same period in 1997
(1997).

Revenues
Oil and gas sales revenue decreased  $799,000 (42%) in 1998 from 1997. Oil sales
revenue declined  $734,000 (44%).  Lower oil sales volume accounted for $346,000
(47%) of this  decline  while  the drop in oil  prices  resulted  in a  negative
variance of $388,000 (53%).  In addition,  gas sales revenue  decreased  $65,000
(27%) in 1998 from 1997.  A decrease in gas sales volume  accounted  for $39,000
(60%)  of  this  variance  while  the  remaining   $26,000  (40%)  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.

Volumes and Prices
Total liquid sales  decreased 21%, from 95,700 barrels in 1997 to 75,900 barrels
in 1998 while there was a 29% drop in the  average  price per barrel from $17.42
in 1997 to $12.31 in 1998.  Total gas sales  decreased  16%, from 127,400 MCF in
1997 to 106,900 MCF in 1998,  and the average  price per MCF dropped  13%,  from
$1.88 in 1997 to $1.64 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 in an attempt to maintain a positive cash flow.

Expenses
Oil and gas  production  expense  decreased  $505,000  (41%) 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  $105,000 (61%) as a result of two factors.  First,
because  production taxes are a function of sales, 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 the current  fiscal  year.  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 $11.82 in 1997 to $8.53 in 1998.

Depreciation, depletion and amortization expense decreased $92,000 (23%) in 1998
from 1997. An increase in the depletion rate from 14.4% in 1997 to 21.0% 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 $3.40 in 1997
to $3.28 in 1998.

Gross general and  administrative  expense  decreased $61,000 (20%) in 1998 from
1997.  However,  net general and  administrative  expense decreased only $25,000
(21%) 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 $42,000 (21%) in 1998
from  1997.  Net  general  and  administrative  expense  per  equivalent  barrel
decreased slightly from $1.01 in 1997 to $0.99 in 1998.


<PAGE>

Quarter Ended December 31, 1998 Compared to Quarter Ended December 31, 1997

Overview
Operations in the quarter ended December 31, 1998 (1998)  resulted in a net loss
of $111,000 compared to a net loss of $137,000 in the quarter ended December 31,
1997 (1997).

Revenues
Oil and gas sales revenue decreased  $234,000 (43%) in 1998 from 1997. Oil sales
revenue  declined  $193,000 (42%).  Lower oil sales volume accounted for $56,000
(29%) of this  decline  while  the drop in oil  prices  resulted  in a  negative
variance of $137,000 (71%).  In addition,  gas sales revenue  decreased  $41,000
(46%) in 1998 from 1997.  A decrease in gas volume sales  accounted  for $18,000
(44%)  of  this  variance  while  the  remaining   $23,000  (56%)  decrease  was
attributable to a drop in gas prices.

Volumes and Prices
Total liquid sales  decreased 12%, from 27,700 barrels in 1997 to 24,300 barrels
in 1998 while there was a 34% drop in the  average  price per barrel from $16.61
in 1997 to $10.94 in 1998.  Total gas sales  decreased  21%,  from 38,800 MCF in
1997 to 30,700 MCF in 1998,  and the  average  price per MCF dropped  32%,  from
$2.36 in 1997 to $1.60 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 in an attempt to maintain
a positive cash flow.

Expenses
Oil and gas  production  expense  decreased  $185,000  (42%) 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  $24,000 (49%) 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 33% from $14.40 in 1997 to $9.62 in 1998.

Depreciation, depletion and amortization expense decreased $27,000 (21%) 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 $3.70 in 1997 to $3.35 in 1998.

Gross general and  administrative  expense  decreased $37,000 (31%) in 1998 from
1997 and net general and administrative  expense decreased $20,000 (38%). 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  $30,000 (40%) in 1998 from
1997.  Despite  the  decline  in oil and gas  sales  volumes,  net  general  and
administrative  expense per  equivalent  barrel  decreased from $1.50 in 1997 to
$1.06 in 1998.

<PAGE>

Liquids and Natural Gas Production, Sales Price and Production Costs

The following table shows selected financial information for the nine months and
quarter  ended  December 31 in the current  and prior year.  Certain  prior year
amounts may have been reclassified to conform to current year presentation.

<TABLE>
<CAPTION>
                                                        Nine Months Ended                     Quarter Ended
                                                            December 31                         December 31
                                                       1998              1997               1998            1997
                                                    ----------        ----------         ----------      ----------
<S>                                                 <C>               <C>                <C>             <C>  
     Sales volume
         Oil (barrels)                                  75,900            95,700             24,300          27,700
         Gas (mcf)                                     106,900           127,400             30,700          38,800

     Revenue
         Oil                                         $ 934,000        $1,668,000          $ 266,000       $ 459,000
         Gas                                           175,000           240,000             49,000          90,000
                                                    ----------       -----------        -----------     -----------
                                                     1,109,000         1,908,000            315,000         549,000
     Total production expense (1)                      799,000         1,409,000            283,000         492,000
                                                    ----------        ----------         ----------      ----------
     Gross profit                                    $ 310,000        $  499,000         $   32,000      $   57,000
                                                     =========        ==========         ==========      ==========

     Depletion expense                               $ 307,000        $  398,000         $   99,000      $  126,000

     Depletion expense per BOE3                          $3.28             $3.40              $3.35           $3.70

     Average production expense (2,3)                    $8.53            $11.82              $9.62          $14.40

     Average sales price (3)
         Oil (per barrel)                               $12.31            $17.42             $10.94          $16.61
         Gas (per mcf)                                    1.64              1.88               1.60            2.36

- ----------------------------
(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)

</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 nine  months  ended  December  31,  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

As disclosed in previous Form 10-QSBs,  the Company has retained the services of
one contract  person to fulfill the accounting  requirements  held by the former
Controller.  The Company has  postponed its efforts to fill this position with a
full-time   employee  while  it  continues  to  evaluate  its  current  staffing
requirements.

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.


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

Date:  February 12, 1999

<TABLE> <S> <C>


<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM DECEMBER 31,
1998 FORM 10-QSB AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
       
<S>                                           <C>
<PERIOD-TYPE>                                9-MOS
<FISCAL-YEAR-END>                          MAR-31-1999
<PERIOD-END>                               DEC-31-1998
<CASH>                                          68,000
<SECURITIES>                                         0
<RECEIVABLES>                                  254,000
<ALLOWANCES>                                  (54,000)
<INVENTORY>                                    204,000<F1>
<CURRENT-ASSETS>                               472,000
<PP&E>                                      33,086,000
<DEPRECIATION>                            (31,917,000)
<TOTAL-ASSETS>                               1,726,000
<CURRENT-LIABILITIES>                          583,000
<BONDS>                                              0
                                0
                                          0
<COMMON>                                        17,000
<OTHER-SE>                                           0
<TOTAL-LIABILITY-AND-EQUITY>                 1,726,000
<SALES>                                      1,109,000
<TOTAL-REVENUES>                             1,129,000
<CGS>                                        1,224,000<F2>
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              58,000
<INCOME-PRETAX>                              (139,000)<F3>
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 (139,000)<F3>
<EPS-PRIMARY>                                   (.008)<F3>
<EPS-DILUTED>                                   (.008)<F3>
<FN>
<F1>And other Current Assets
<F2>Operating Expenses
<F3>(Loss)
</FN>
        




</TABLE>


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