8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 14, 2009

Commission File Number: 0-07914

BASIC EARTH SCIENCE SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Delaware	84-0592823
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

633 17th Street, Suite 1645 Denver, Colorado	80202
(Address of principal executive offices)	(Zip Code)

(303) 296-3076

(Registrant telephone including area code)

Check the appropriate item below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

þ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 - Other Items 

  On January 14, 2009, FieldPoint Petroleum Corporation (Amex: FPP - News) announced that it will commence an exchange offer for a minimum of 51% and a maximum of 100% of the outstanding shares of the common stock of Basic Earth Science Systems, Inc. The exchange ratio that FieldPoint has disclosed is one share of FieldPoint common stock for every two (2) shares of Basic common stock. The possible exchange offer is subject to a number of conditions stated in FieldPoint's press release, which may or may not occur. Fieldpoint did not have any substantive communications with Basic Earth before issuing its press release. The Company issued a press release commenting on Fieldpoint's exchange offer, and a copy of the press release is attached hereto as Exhibit 99.1.  

Item 9.01 - - Exhibits

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release dated January 15, 2009

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	BASIC EARTH SCIENCE SYSTEMS, INC.
Date: January 20, 2009	By: /s/ Ray Singleton
	Ray Singleton, President

EX-99.1

NEWS RELEASE

For Release:   For Immediate Release

Contact:   Ray Singleton  (303) 296-3076

Basic Earth Comments On Exchange Offer

Denver, Colorado, January 15, 2009 - Basic Earth Science Systems, Inc. (Basic) (OTC:BB BSIC) is aware that FieldPoint Petroleum Corporation (AMEX: FPP - FieldPoint) has announced that it will commence an exchange offer for a minimum of 51% and a maximum of 100% of the outstanding shares of the common stock of Basic Earth Science Systems, Inc.  The exchange ratio that FieldPoint has disclosed is one share of FieldPoint common stock for every two (2) shares of Basic common stock.  The possible exchange offer is subject to a number of conditions stated in FieldPoint's press release, which may or may not occur. Fieldpoint did not have any substantive communications with Basic Earth before issuing its press release. At this time, the Company has no further information about FieldPoint’s intentions.

"We were completely surprised by this unsolicited development,” commented Ray Singleton, President of Basic.  “We are puzzled that FieldPoint elected to take this approach, rather than a more friendly course of action.  We have contacted FieldPoint’s management, however at this time, we are not able to comment further on the proposed exchange offer.  Basic Earth’s board of directors will address this matter in the immediate future.”

Founded in 1969, Basic is an oil and gas exploration and production company with primary operations in select areas of the Williston basin, the Denver-Julesburg basin in Colorado, the southern portions of Texas, and along the on-shore portions of the Gulf Coast.  Basic is traded on the "over-the-counter – bulletin board" under the symbol BSIC.  Basic’s web site is at www.basicearth.net where additional information about the Company can be accessed.

Information herein contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which can be identified by words such as “should,” ”may,” “will,” “anticipate,” “estimate,” “intend” or “continue,” or comparable words or phrases.  In addition, all statements other than statements of historical facts that address activities that Basic intends, expects or anticipates will or may occur in the future are forward-looking statements.  Readers are encouraged to read the SEC reports of Basic, particularly the Company’s Quarterly Report on Form 10-Q for the quarters ended June 30, 2008, in addition to the Company’s Annual Report on Form 10-KSB for the fiscal year ended March 31, 2008, for meaningful cautionary language disclosing why actual results may vary materially from those anticipated by management.