EXHIBIT 31

                CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND
                           PRINCIPAL FINANCIAL OFFICER
                       PURSUANT TO RULES 13A-14 AND 15D-14
                     OF THE SECURITIES EXCHANGE ACT OF 1934

      I, James W. France,  President and Chief  Financial  Officer of SkyFrames,
Inc. (the "Company"), certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Skyframes, Inc.;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
small  business  issuer as of, and for, the periods  presented in this quarterly
report;

4. I am responsible for  establishing  and maintaining  disclosure  controls and
procedures (as defined in Exchange Act Rules 13a-15 and 15d-15(e)) for the small
business issuer and have:

      a)  designed  such  disclosure  controls  and  procedures  or  cause  such
disclosure  controls and  procedures  to be designed  under my  supervision,  to
ensure  that  material  information  relating  to  the  small  business  issuer,
including its  consolidated  subsidiaries,  is made known to me by others within
those entities, particularly during the period in which this quarterly report is
being prepared;

      b) evaluated the effectiveness of the small business  issuer's  disclosure
controls and procedures as of the end of the period covered by this report based
on such evaluation; and

      c)  disclosed  in this  report any change in the small  business  issuer's
internal  control  over  financial  reporting  that  occurred  during  the small
business  issuer's most recent fiscal quarter that has materially  affected,  or
its reasonably likely to materially affect, the small business issuer's internal
control over financial reporting; and

5.  I  have  disclosed,  based  on my  most  recent  evaluation  over  financial
reporting,  to the small business  issuer's  auditors and the audit committee of
small business issuer's board of directors (or persons performing the equivalent
functions):

      a) all  significant  deficiencies  and material  weakness in the design or
operation of internal  controls over  financial  reporting  which are reasonably
likely to  adversely  affect  the small  business  issuer's  ability  to record,
process, summarize and report financial information; and

      b) any fraud,  whether or not material,  that involves management or other
employees who have a significant  role in the small business  issuer's  internal
controls over financial reporting; and

Dated:  February 18, 2004

                                  /s/ James W. France
                                  -------------------------------------
                                  James W. France
                                  President and Chief Financial Officer