BASIC EARTH SCIENCE SYSTEMS INC
10QSB, 1999-08-16
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          June 30, 1999
                               -----------------------------


____ 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.)

8547 E. Arapahoe Road, #J-464, Greenwood Village, CO                       80112
- ----------------------------------------------------                       -----
(Address for principal executive offices)                             (Zip Code)

                                 (303) 773-8000
                                 --------------
                           (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 August 13, 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 - June 30, 1999
               and March 31, 1999........................................     3

               Consolidated Statements of Operations - Quarter Ended
               June 30, 1999 and June 30, 1998...........................     5

               Consolidated Statements of Cash Flows - Quarter Ended
               June 30, 1999 and June 30, 1998...........................     6

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

               Summary of Significant Accounting Policies................     8

       Item 2. Management's Discussion and Analysis and Plan of Operation     9

               Results of Operations.....................................    11

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..........................    14

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

                                       2
<PAGE>

PART I.
                              FINANCIAL INFORMATION

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


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

                                                     June 30         March 31
                                                      1999             1999
                                                   ------------    ------------
                                                    (Unaudited)      (Audited)
Assets
Current assets
     Cash and cash equivalents                     $     75,000    $     38,000
     Accounts receivable:
         Oil and gas sales                              175,000         129,000
         Joint interest and other receivables           107,000         126,000
         Less: allowance for doubtful accounts          (54,000)        (54,000)
     Other current assets                               133,000         139,000
                                                   ------------    ------------

                  Total current assets                  436,000         378,000
                                                   ------------    ------------

Property and equipment:
     Oil and gas property (full cost method)         32,642,000      32,619,000
     Furniture, fixtures and equipment                  304,000         424,000
                                                   ------------    ------------

                                                     32,946,000      33,043,000
Accumulated depletion (includes cumulative
     ceiling limitation charges of $14,961,000)     (31,539,000)    (31,479,000)
Accumulated depreciation                               (254,000)       (369,000)
                                                   ------------    ------------

Net property and equipment                            1,153,000       1,195,000
Other noncurrent assets                                 168,000         168,000
                                                   ------------    ------------

                  Total noncurrent assets             1,321,000       1,363,000
                                                   ------------    ------------

Total Assets                                       $  1,757,000    $  1,741,000
                                                   ============    ============


          See accompanying notes to consolidated financial statements.

                                       3
<PAGE>
<TABLE>
<CAPTION>


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

                                                        June 30         March 31
                                                          1999            1999
                                                      ------------    ------------
                                                      (Unaudited)       (Audited)
Liabilities
<S>                                                   <C>             <C>
Current liabilities
     Accounts payable                                 $    247,000    $    192,000
     Accrued liabilities                                   144,000         141,000
     Current portion of long-term debt                     530,000         240,000
                                                      ------------    ------------

     Total current liabilities                             921,000         573,000
                                                      ------------    ------------

Long-term debt, less current portion                          --           330,000
                                                      ------------    ------------


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 outstanding at
         June 30 and March 31                               17,000          17,000
     Additional paid-in capital                         22,692,000      22,692,000
     Accumulated deficit                               (21,850,000)    (21,848,000)
     Less treasury stock (349,265 shares at June 30
         and March 31); at cost                            (23,000)        (23,000)
                                                      ------------    ------------

     Total shareholders' equity                            836,000         838,000
                                                      ------------    ------------

Total Liabilities & Shareholders' Equity              $  1,757,000    $  1,741,000
                                                      ============    ============


          See accompanying notes to consolidated financial statements.

                                       4
</TABLE>
<PAGE>

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


                                                      Quarter Ended June 30
                                                       1999            1998
                                                   ------------    ------------
Revenue
     Oil and gas sales                             $    394,000    $    444,000
     Well service revenue                                  --             8,000
                                                   ------------    ------------

         Total revenue                                  394,000         452,000
                                                   ------------    ------------

Expenses
     Oil and gas production                             270,000         238,000
     Production tax                                      35,000          12,000
     Well service expenses                                 --             7,000
     Depreciation, depletion and amortization            61,000         115,000
     General and administrative                          18,000          36,000
                                                   ------------    ------------

         Total operating expenses                       384,000         408,000
                                                   ------------    ------------

Income from operations                                   10,000          44,000
                                                   ------------    ------------

Other income (expense)
     Interest and other income                            2,000           6,000
     Interest expense                                   (14,000)        (24,000)
                                                   ------------    ------------

         Total other expense                            (12,000)        (18,000)
                                                   ------------    ------------

Income (loss) before income taxes                        (2,000)         26,000
Income taxes                                               --              --
                                                   ------------    ------------

Net income (loss)                                  $     (2,000)   $     26,000
                                                   ============    ============

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

Basic and diluted net income per share             $       --      $       .002
                                                   ============    ============


          See accompanying notes to consolidated financial statements.

                                       5
<PAGE>

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

                                                         Quarter Ended June 30
                                                           1999          1998
                                                         ---------    ---------
Cash flows from operating activities
     Net income (loss)                                   $  (2,000)   $  26,000
     Adjustments to reconcile net income (loss) to
         net cash provided by operating activities:
         Depreciation, depletion and amortization           61,000      115,000
         Change in:
              Accounts receivable, net                     (27,000)      29,000
              Other assets                                   6,000      (23,000)
              Accounts payable and accrued liabilities      58,000      (76,000)
         Loss on disposal of assets                          1,000         --
         Other                                               3,000        2,000
                                                         ---------    ---------

Net cash provided by operating activities                  100,000       73,000
                                                         ---------    ---------

Cash flows from investing activities
     Capital expenditures
         Oil and gas property                              (30,000)     (99,000)
     Proceeds from sale of property and equipment            7,000       48,000
                                                         ---------    ---------

Net cash used in investing activities                      (23,000)     (51,000)
                                                         ---------    ---------

Cash flows from financing activities
     Proceeds from borrowing                                  --         67,000
     Bank debt payments                                    (40,000)     (31,000)
                                                         ---------    ---------

Net cash provided by (used in) financing activities        (40,000)      36,000
                                                         ---------    ---------

Cash
     Net increase                                           37,000       58,000
     Balance at beginning of period                         38,000       52,000
                                                         ---------    ---------

     Balance at end of period                            $  75,000    $ 110,000
                                                         =========    =========

Supplemental disclosure of cash flow
     information:
     Cash paid for interest                              $  14,000    $  18,000


          See accompanying notes to consolidated financial statements.

                                       6
<PAGE>

                        Basic Earth Science Systems, Inc.
                   Notes to Consolidated Financial Statements
                                  June 30, 1999

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 hereto included in Basic's
Form 10-KSB for the year ended March 31, 1999.

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,  and Section 21E of the
Securities  Exchange  Act  of  1934,  as  amended.  All  statements  other  than
statements of historical fact included in this Form 10-QSB,  including,  without
limitation,   the  statements  under  both  "Notes  To  Consolidated   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  after  June  15,  1999.
Management  believes the adoption of this statement will have no 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,  or embedded  computer  chips,  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 Company has not  secured,  and has no plans to
secure, backup power generation equipment for its offices or wellsite locations.
Nor,  has the Company made  alternate  arrangements  for the  possible  failure,
and/or reduced availability,  of law enforcement,  government services,  banking
services, currency or transportation infrastructure.

With a March 31 fiscal year end, from an accounting prospective,  the Company is
currently,  and effectively,  in Year 2000. The Company previously reported that
it was working with the provider of its  software  accounting  system to resolve
Year 2000 issues.  The Company received software module updates in March,  April
and June 1999. The Company has not  experienced any  difficulties  that were not
immediately  resolved.  The  software  provider has assured the Company that its
software is now fully Year 2000 compliant.  These modifications were included in
the Company's  ongoing  software support contract and the Company did not expend
any additional  funds to resolve this Year 2000 issue.  The vast majority of the
Company's remaining software are Microsoft Windows 95/Office 97 products and are
not expected to create a problem.

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 and Plan of Operation
- ------------------------------------------------------------------

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

Liquidity During the Company's first quarter ended June 30, 1999, current assets
increased  15% from $378,000 at year ended March 31, 1999 (March 31) to $436,000
at June 30, 1999 (June 30) and current  liabilities  increased 61% from $573,000
at March 31 to $921,000 at June 30.  Consequently,  the Company's  current ratio
decreased from 0.66:1 at March 31 to 0.47:1 at June 30. A specific bank covenant
requires the  maintenance  of a current ratio of 1:1,  after  adjustment for the
removal of the current  portion of long-term debt. At June 30, 1999, the Company
was in compliance with all bank covenants and Basic's current ratio was 1.1:1 as
calculated per the provisions of the covenants.

Besides the increase in cash and cash  equivalents,  a  significant  part of the
rise in current  assets was the increase in oil and gas sales  receivable.  This
increase  was the direct  result of  substantially  higher oil prices at June 30
relative to prices at March 31.

With the surge in oil prices  beginning in March 1999 and continuing  throughout
the Company's  first quarter of the current  fiscal year,  Basic was able to put
some of its operated wells back on production and perform  workovers/repairs  on
others.  This increase in operating activity has resulted in a corresponding 55%
increase in accounts payable.

Debt As of June 30,  1999,  the  Company  did not have any  remaining  borrowing
capacity.  Under the terms of the agreement with its bank in effect at March 31,
1999,  Basic  was  obligated  to make  monthly  principal  payments  of  $20,000
beginning  April 30, 1999 and  continuing at that amount through March 31, 2000.
On the maturity date of April 1, 2000 any  remaining  balance due is required to
be paid in full.  In April and May 1999 the Company made its  scheduled  $20,000
principal payments.  In June 1999 the bank instructed Basic to withhold its June
principal  payment  with the  intention  of  modifying  the  existing  agreement
regarding the principal payment  schedule.  Under the terms of the new agreement
dated  August 5,  1999,  the  Company is  obligated  to make  monthly  principal
payments of $10,000 from June 1999 through  September 1999 (the $10,000 payments
for June and July were made in July).  Beginning  in October  monthly  principal
payments will increase to $20,000 and continue at that amount  through March 31,
2000. As with the previous agreement,  on the maturity date of April 1, 2000 any
remaining balance due (which is currently  estimated to be $370,000) is required
to be paid in full.  Reference should be made to the Company's Form 10-KSB as of
March 31, 1999 for additional information regarding the Company's debt.

                                       9
<PAGE>


With  respect to the balloon  payment due on April 1, 2000,  it is  management's
belief that the Company will not be able to generate  sufficient  cash flow from
operations  to  have  available  on  April  1 the  necessary  funds  to pay  the
anticipated  remaining  balance.  As of  August  13,  1999,  there  has  been no
agreement to further restructure the current debt facility.  If no agreement can
be reached,  management believes that alternative financing from another lending
institution  can be  secured  or that it  will  be  able to  realize  sufficient
proceeds from the sale of one or more key oil and/or gas  properties to meet its
debt obligation.

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,
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 2000.

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

General  The  Company's  long  term  plan of  operation  involving  Development,
Acquisitions,   Drilling  and   Divestitures/Abandonments  is  described  below.
However,  both during and  subsequent  to its latest fiscal year ended March 31,
1999, the Company has suspended this plan. Furthermore,  despite price increases
in the first quarter of the current  fiscal year,  the Company has yet to pursue
its  long-term  development  plan,  instead  focusing  on  reducing  general and
administrative  expenses and  returning  shut-in  wells back to  production.  In
addition,  the Company plans to continue  divesting and/or  abandoning  marginal
wells in an effort to  generate  additional  cash from  sales or the  salvage of
leasehold  equipment.  The Company may also alter or vary its plan of  operation
based upon  changes in  circumstances,  unforeseen  opportunities,  inability to
negotiate favorable  acquisition or loan terms, lack of funding and other events
which the Company is not able to anticipate.

Development The Company holds a number of properties  that  management  believes
has the  potential  for  increased  cash flow and may have  additional  unproved
reserves  which  could  be  exploited.  This  exploitation  may be  realized  by
conventional  and  unconventional  petroleum  engineering  techniques  and field
management  practices.  However,  given the Company's existing debt obligations,
management  does not  expect  to pursue  these  potential  opportunities  in the
current fiscal year.

Acquisitions  The  Company  continues  to  evaluate  properties  which  are made
available  for sale.  However,  there can be no  assurances  that  funds will be
available to pursue such opportunities or that offers the Company submits may be
accepted.

Drilling While drilling is no longer the major focus of the Company's  strategy,
Basic may participate in high quality development or exploratory prospects which
management  believes  are  capable  of  increasing  reserves  and cash flow with
reasonable risk.

                                       10
<PAGE>


Divestitures/Abandonments  The Company holds a number of marginal,  operated and
non-operated properties in several states. Basic intends to continue its efforts
to plug or sell these wells in the coming 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.

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

Quarter Ended June 30,1999 Compared to Quarter Ended June 30, 1998
- ------------------------------------------------------------------

Overview
- --------
Operations in the quarter  ended June 30, 1999 (1999)  resulted in a net loss of
$2,000  compared  to net income of $26,000 in the  quarter  ended June 30,  1998
(1998).

Revenues
- --------
Oil and gas sales revenue  decreased  $50,000 (11%) in 1999 from 1998. Oil sales
revenue  declined  $25,000 (7%). A $38,000  positive impact from a $1.66 average
price per barrel  increase  in 1999 over 1998 was more than  offset by a $63,000
negative  variance  due to lower  oil  sales  volume.  Gas  sales  revenue  also
decreased  $25,000  (32%) in 1999 from  1998.  A  decrease  in gas sales  volume
accounted  for $22,000 (88%) of this  variance  while the remaining  variance of
$3,000 (12%) was attributable to a decrease in gas prices.

Volumes and Prices
- ------------------
Total liquid sales  decreased 17%, from 27,200 barrels in 1998 to 22,500 barrels
in 1999 while  there was a 12%  increase  in the  average  price per barrel from
$13.50 in 1998 to $15.16 in 1999. Total gas sales decreased 28%, from 43,600 Mcf
in 1998 to 31,300 Mcf in 1999,  and the  average  price per Mcf dropped 5%, from
$1.76 in 1998 to $1.68 in 1999. Along with normal production decline, liquid and
gas sales volumes were down in 1999 from the prior year due to the loss of sales
from non-operated,  marginal  properties that contributed to production in 1998,
were  subsequently  sold,  and thus did not contribute to sales volumes in 1999.
This is in line with the Company's  previously  stated strategy to divest and/or
abandon  marginal  wells in an  effort  to  generate  additional  cash from sale
proceeds.

Expenses
- --------
Oil and gas production  expense  increased $32,000 (13%) in 1999 over 1998. With
the  recent  surge in oil  prices,  the  Company  began  putting  wells  back on
production that had been shut-in during 1998 pending just such a recovery in oil
prices. In addition, with the improved cash flow generated by higher oil prices,
Basic was able to undertake  various  workovers/repairs  that were uneconomic at
lower oil prices.  Workover/repairs are normally random in nature and are fairly
equally distributed  throughout the year.  However,  during the past year, Basic
shut  wells down  rather  than  incur  repair  costs.  Upon  returning  wells to
production during the quarter just ended,  these deferred  workover/repairs,  in
addition to start-up costs, had a disproportionately  high impact on oil and gas
production expense. These additional operating expenses were partially offset by
a reduction in operating costs resulting from the sale of various  properties as
mentioned in the preceding paragraph.

                                       11
<PAGE>


Production  taxes  increased  $23,000  (192%) in 1999 over 1998  primarily  as a
result of the benefit Basic received from a $23,000 refund of severance taxes in
1998. The decline in production  taxes that is a function of the decrease in oil
and gas sales  revenue was offset by the fact that  $34,000 of oil and gas sales
revenue in 1998 was the result of gains from hedging  activities.  This compares
to hedging  losses of $3,000 in 1999.  As a result of the  increases in both oil
and gas production  expense and production  taxes (for reasons  explained above)
and a decrease in both oil and gas sales volumes,  the overall  lifting cost per
equivalent barrel increased 52% from $7.25 in 1998 to $11.02 in 1999.

Depreciation, depletion and amortization expense decreased $54,000 (47%) in 1999
from 1998.  The  decline in oil and gas sales  volume in 1999  relative  to 1998
combined  with an increase in  estimated  oil and gas reserves at year end March
31, 1999 over March 31, 1998 caused the depletion  rate (the ratio of production
for the year divided by the estimated  reserves at the beginning of the year) to
drop from 7.7% in 1998 to 5.0% in 1999.  Despite the drop in sales  volume,  the
depletion  rate per equivalent  barrel  decreased from $3.23 in 1998 to $2.17 in
1999.

Gross general and administrative  (G&A) expense decreased $28,000 (30%), in 1999
from 1998 while net G&A decreased $18,000 (50%).  Gross G&A expense differs from
net G&A  expense in that the  Company is allowed to recover an  overhead  fee on
wells that it operates. This fee is applied against, and serves to reduce, gross
G&A expense.  The decrease in gross G&A expense is a reflection of  management's
continued efforts in the current fiscal year to reduce expenses in light of last
year's  decline in oil prices and the  uncertainty  of current oil price levels.
Approximately  $25,000  of the  decrease  in 1999  from  1998 is a  result  of a
reduction in  personnel,  salaries,  and related  benefits.  The entire  $28,000
reduction  in gross G&A expense was not  reflected  in the  reduction of net G&A
expense  because  the  Company  still has some wells that it  operates  shut in,
thereby  reducing the overhead fees that the Company is allowed to recover.  The
percentage of gross general and administrative expense that the Company was able
to charge out to operated  wells was 68% in 1999  compared  to 50% in 1998.  Net
general and administrative expense per equivalent barrel decreased from $1.06 in
1998 to $0.66 in 1999.

Other Income/(Expense)
- ----------------------
Other income/(expense)  decreased $12,000 (33%) from a net expense of $18,000 in
1998 to a $12,000 net expense in 1999.  The decrease was primarily the result of
reduced interest expense due to a lower average  outstanding  balance due on the
Company's bank debt.


                                       12

<PAGE>




       Liquids and Natural Gas Production Sales Price and Production Cost
       ------------------------------------------------------------------

The following table shows selected  financial  information for the quarter ended
June 30 in the current and prior year.

                                                        1999       1998
                                                      --------   -------
      Sales volume:
          Oil (barrels)                                 22,500     27,200
          Gas (mcf)                                     31,300     43,600

      Revenue:
          Oil                                         $342,000   $367,000
          Gas                                           52,000     77,000
                                                      --------   --------

          Total                                        394,000    444,000
      Total production expense1                        305,000    250,000
                                                      --------   --------

      Gross profit                                    $ 89,000   $194,000
                                                      ========   ========

      Depletion expense                               $ 60,000   $112,000

      Average sales price:
          Oil (per barrel)                            $  15.16   $  13.50
          Gas (per mcf)                               $   1.68   $   1.76
      Average production expense1,2,3                 $  11.02   $   7.25
      Average gross profit2,3                         $   3.19   $   5.64
      Average depletion expense2,3                    $   2.17   $   3.23
      Average general and administrative expense2,3   $   0.66   $   1.06

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

     1    Operating costs, including production tax

     2    Per equivalent barrel (6 mcf of gas is equivalent to 1 barrel of oil)

     3    Averages calculated based upon non-rounded figures


                                       13
<PAGE>


PART II.
                                OTHER INFORMATION
                                -----------------
                        (Cumulative from March 31, 1999)

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 period  ended  June 30,  1999,  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
- -------------------------

None

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 Acting Accounting Officer


Date:  August 13, 1999


                                       14

<TABLE> <S> <C>

<ARTICLE> 5

<S>                                            <C>
<PERIOD-TYPE>                                 3-MOS
<FISCAL-YEAR-END>                          MAR-31-2000
<PERIOD-START>                             APR-01-1999
<PERIOD-END>                               JUN-30-1999
<CASH>                                          75,000
<SECURITIES>                                         0
<RECEIVABLES>                                  282,000
<ALLOWANCES>                                  (54,000)
<INVENTORY>                                    133,000<F1>
<CURRENT-ASSETS>                               436,000
<PP&E>                                      32,946,000
<DEPRECIATION>                            (31,793,000)
<TOTAL-ASSETS>                               1,757,000
<CURRENT-LIABILITIES>                          921,000
<BONDS>                                              0
                                0
                                          0
<COMMON>                                        17,000
<OTHER-SE>                                           0
<TOTAL-LIABILITY-AND-EQUITY>                 1,757,000
<SALES>                                        394,000
<TOTAL-REVENUES>                               394,000
<CGS>                                          384,000<F2>
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              14,000
<INCOME-PRETAX>                                (2,000)<F3>
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   (2,000)<F3>
<EPS-BASIC>                                        0
<EPS-DILUTED>                                        0
<FN>
<F1> And Other Current Assets
<F2> Operating Expenses
<F3> Loss
</FN>



</TABLE>


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