UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

(Amendment No.  )

Filed by the Registrant  x                             Filed by a Party other than the Registrant  ¨

Check the appropriate box:

¨ Preliminary Proxy Statement

¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

¨ Definitive Proxy Statement

x Definitive Additional Materials

¨ Soliciting Material Pursuant to §240.14a-12

BASIC EARTH SCIENCE SYSTEMS, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

x No fee required.

¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

¨ Fee paid previously with preliminary materials.

¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

**** IMPORTANT ****

Dear Basic Earth Shareholder:

Enclosed you will find additional proxy materials relating to the Annual Meeting scheduled to be held on December 15, 2009.

Your Board of Directors believes the proposals listed on the proxy are important for its shareholders and the Company, and they recommend that shareholders vote in favor of all of the proposals presented in this proxy.

To date, although the majority of votes cast have been in favor of the proposals, we have not yet obtained the necessary majority of outstanding shares vote needed to pass Proposals 3, 4 and 5.

Because of the high vote threshold necessary to pass these proposals, we have determined the need to send this reminder notice out to shareholders that have not voted. We urge you to vote your proxy immediately. As a shareholder, you have the ability to vote over the internet or telephone, and we urge you to do so now to save the company further expense. Instructions on how to vote over the phone or internet are enclosed in this package.

Your shares cannot be represented at the Annual Meeting unless you either sign and return the enclosed voting form or vote by telephone or over the internet.

If you sign and return the enclosed form without indicating a choice of “for”, “against” or “abstain”, your shares will be voted as recommended by your Board of Directors.  Adjournments of the Annual Meeting result in additional costs to the Company, so please vote today to ensure that we achieve the necessary votes.

If you have questions or need help voting your shares, please call our proxy solicitation firm, Morrow & Co., LLC. at 800-607-0088.

Regards,

/s/ Ray Singleton

Ray Singleton

President and Chief Executive Officer