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 March 31, 2003

         [        ]  TRANSITION  REPORT  PURSUANT  TO SECTION 13 OR 15(d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934 for the transition period from
                  __________________ to __________________

         Commission File Number 0-27849
         CIK Number 0001097900
                                 SKYFRAMES, INC.

(Exact Name of small business issuer as specified in its charter)

            Utah                                                 00-001748413
(State or other Jurisdiction of                          I.R.S. Employer Identi-
Incorporation or Organization                                      fication No.)

                    555 Anton Boulevard, Suite 1200, Costa Mesa California 92626

(Address of Principal Executive Offices)                             (Zip Code)
                                                  (714) 957-1000

                (Issuer's Telephone Number, including Area Code)

         Indicate by check mark whether the Registrant (i) has filed all reports
required to be filed by Section 13, or 15(d) of the  Securities  Exchange Act of
1934  during  the  preceding  12 months  (of for such  shorter  period  that the
Registrant  was required to file such reports) and (ii) has been subject to such
filing requirements for the past 90 days.

                                           Yes    X           No

         Indicate  the  number of  shares  outstanding  of each of the  issuer's
classes of common equity, as of the latest practicable date.

Common Stock, $.10 par value                                        12,184,679
---------------------------------                       -----------------------
Title of Class                                      Number of Shares outstanding
                                                        at March 31, 2003


Transitional Small Business Format     Yes            No    X

No exhibits included.


<PAGE>



<PAGE>











                      SKYFRAMES, INC. AND SUBSIDIARY
                       (Formerly Basic Energy, Inc.)
                       [A Development Stage Company]

           UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                              MARCH 31, 2003




















<PAGE>






                      SKYFRAMES, INC. AND SUBSIDIARY
                       (Formerly Basic Energy, Inc.)


<PAGE>



                       [A Development Stage Company]




                                 CONTENTS

                                                           PAGE


        -   Unaudited Condensed Consolidated Balance
            Sheets, March 31, 2003 and June 30, 2002        2


        -   Unaudited Condensed Consolidated Statements
            of Operations, for the three and nine months
            ended March 31, 2003 and from inception on
            May 24, 2002 through March 31, 2003             3


        -   Unaudited Condensed Consolidated Statements
            of Cash Flows, for the nine months ended
            March 31, 2003 and from inception on
            May 24, 2002 through March 31, 2003             4


        -   Notes to Unaudited Condensed Consolidated
            Financial Statements                          5 - 11








<PAGE>
                      SKYFRAMES, INC. AND SUBSIDIARY
                       (Formerly Basic Energy, Inc.)
                       [A Development Stage Company]

              UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS


                                  ASSETS

                                          March 31,     June 30,
                                             2003         2002


<PAGE>



                                        ------------ ------------
CURRENT ASSETS:
  Cash                                    $        -   $        -
                                        ------------ ------------
    Total Current Assets                           -            -

PROPERTY AND EQUIPMENT, net                    3,718            -

OTHER ASSETS:
  Deposits                                     7,814            -
                                        ------------ ------------
                                          $   11,532   $        -
                                        ------------ ------------


              LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:
  Bank overdraft                          $    3,471   $        -
  Accounts payable                            65,942            -
  Advances from related parties               20,264       38,563
  Accrued payroll and related expenses       140,190       42,708
                                        ------------ ------------
    Total Current Liabilities                229,867       81,271
                                        ------------ ------------

STOCKHOLDERS' EQUITY (DEFICIT):
  Common stock, $.10 par value,
   20,000,000 shares authorized,
   12,184,679 and 25,000 shares
   issued and outstanding, respectively    1,218,468        2,500
  Capital in excess of par value           (521,020)        2,500
  Deficit accumulated during the
    development stage                      (915,783)     (86,271)
                                        ------------ ------------
    Total Stockholders' Equity (Deficit)   (218,335)    (81,271)
                                        ------------ ------------
                                          $   11,532   $        -
                                        ------------ ------------






 The                accompanying  notes are an integral part of these  unaudited
                    condensed consolidated financial statements.



<PAGE>



                                    -2-
<PAGE>

                      SKYFRAMES, INC. AND SUBSIDIARY
                       (Formerly Basic Energy, Inc.)
                       [A Development Stage Company]

         UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                                     For The     For The        From
                                       Three       Nine       Inception
                                      Months      Months      on May 24,
                                      Ended       Ended     2002 Through
                                    March 31,   March 31,     March 31
                                      2003         2003         2003
                                   ----------   ----------   ----------
REVENUE                            $   1,800    $   1,800    $   1,800
                                   ----------   ----------   ----------

OPERATING EXPENSES:
  Selling                              1,520        1,520        1,520
  General and administrative         683,848      829,792      916,063
                                   ----------   ----------   ----------
        Total Operating Expenses     685,368      831,312      917,583
                                   ----------   ----------   ----------

LOSS BEFORE INCOME TAXES            (683,568)    (829,512)    (915,783)

CURRENT TAX EXPENSE                        -            -            -

DEFERRED TAX EXPENSE                       -            -            -
                                   ----------   ----------   ----------

NET LOSS                           $(683,568)   $(829,512)   $(915,783)
                                   ----------   ----------   ----------

LOSS PER COMMON SHARE              $    (.09)   $    (.31)   $    (.39)
                                   ----------   ----------   ----------












<PAGE>



   The              accompanying  notes are an integral part of these  unaudited
                    condensed consolidated financial statements.

                                  -3-
<PAGE>
                      SKYFRAMES, INC. AND SUBSIDIARY
                       (Formerly Basic Energy, Inc.)
                       [A Development Stage Company]

         UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                      From Inception
                                        For the Nine   on May 24,
                                        Months Ended  2002 Through
                                         March 31,     March 31
                                            2003         2003
                                         ----------   ----------
Cash Flows from Operating Activities:
 Net loss                                $(829,512)   $(915,783)
 Adjustments to reconcile net loss
  to net cash used by operating
  activities:
   Depreciation                                663          663
   Non-cash expenses paid by
     issuing common stock                  563,000      568,000
   Changes in assets and liabilities:
    (Increase) in deposits                  (7,814)      (7,814)
    Increase in accounts payable            52,327       52,327
    Increase in accrued payroll
      and related expenses                  97,482      140,190
                                         ----------   ----------
        Net Cash (Used) by
         Operating Activities             (123,854)    (162,417)
                                         ----------   ----------
Cash Flows from Investing Activities:
 Payments for property and equipment        (4,381)      (4,381)
                                         ----------   ----------
        Net Cash (Used) by
         Investing Activities               (4,381)      (4,381)
                                         ----------   ----------
Cash Flows from Financing Activities:
 Proceeds from bank overdraft                3,471        3,471
 Advances from a related parties            27,764       66,327
 Proceeds from issuance of common stock     75,000       75,000
 Proceeds from capital contributions        22,000       22,000
                                         ----------   ----------
        Net Cash Provided by


<PAGE>



         Financing Activities              128,235      166,798
                                         ----------   ----------
Net Increase (Decrease) in Cash                  -            -

Cash at Beginning of the Period                  -            -
                                         ----------   ----------
Cash at End of the Period                $       -     $      -
                                         ----------   ----------

Supplemental Disclosures of Cash Flow Information:
 Cash paid during the period for:
   Interest                              $       -     $      -
   Income taxes                          $       -     $      -

Supplemental Schedule of Non-cash Investing and Financing Activities:
 From inception on May 24, 2002 through March 31, 2003:
  In February and March 2003, the Company issued a total of 3,450,000  shares of
  common stock for services rendered totaling $563,000.

  In January 2003, the Company issued  8,499,679  shares of common stock as part
  of an Exchange Agreement which has been accounted for as a recapitalization of
  Subsidiary.

  In August 2002, the Company issued 60,000 shares of common stock for computers
  and related  equipment with a carryover  basis of $0 and as payment of related
  party advances of $46,063.

  In May 2002,  the Company  issued  25,000 shares of common stock as payment of
  organization costs of $5,000.

 The                accompanying  notes are an integral part of these  unaudited
                    condensed consolidated financial statements.

                                   -4-
<PAGE>
                      SKYFRAMES, INC. AND SUBSIDIARY
                       (Formerly Basic Energy, Inc.)
                       [A Development Stage Company]

      NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  Organization - Skyframes, Inc. ("Parent") was organized under the laws  of
  the  State of Utah on June 4, 1926 as M. M. Lead Company.  In 1980, Parent
  changed its name to Basic Energy, Inc.  In March 2003, Parent changed  its
  name to Skyframes, Inc.



<PAGE>



  SkyFrames, Inc. ("Subsidiary") was organized under the laws of  the  State
  of  Texas  on May 24, 2002 as CyberVillage, Inc.  In July 2002, Subsidiary
  changed its name to SkyFrames, Inc.

  On January  28,  2003,  Parent  acquired  Subsidiary  pursuant  to an Exchange
  Agreement.  The merger of Parent and  Subsidiary  has been  accounted for as a
  recapitalization  of Subsidiary in a manner similar to a reverse purchase [See
  Note 3].

  Skyframes, Inc. and Subsidiary ("the Company") provides high-speed information
  access  using  satellites.  The  Company  has  not yet  generated  significant
  revenues and is considered a development stage company as defined in Statement
  of Financial Accounting Standards No. 7. The Company has, at the present time,
  not paid any dividends  and any dividends  that may be paid in the future will
  depend upon the  financial  requirements  of the  Company  and other  relevant
  factors.

  Condensed Financial  Statements - The accompanying  financial  statements have
  been prepared by the Company without audit. In the opinion of management,  all
  adjustments  (which include only normal  recurring  adjustments)  necessary to
  present fairly the financial position, results of operations and cash flows at
  March 31, 2003 and for the periods then ended have been made.

  Certain  information and footnote  disclosures  normally included in financial
  statements   prepared  in  accordance  with  generally   accepted   accounting
  principles in the United States of America have been condensed or omitted. The
  results of operations for the periods ended March 31, 2003 are not necessarily
  indicative of the operating results for the full year.

  Consolidation - The consolidated  financial statements include the accounts of
  Parent  and  its  wholly  owned  Subsidiary.   All  significant   intercompany
  transactions have been eliminated in consolidation.

  Fiscal  Year - Parent's  fiscal  year-end  is June 30th.  Subsidiary's  fiscal
  year-end was March 31st, but was  subsequently  changed to June 30th [See Note
  12].

  Cash and Cash  Equivalents  - The  Company  considers  all highly  liquid debt
  investments  purchased  with a  maturity  of three  months  or less to be cash
  equivalents.

  Property and  Equipment - Property and  equipment are stated at cost or at the
  shareholder's  carryover  basis.  Expenditures for repairs and maintenance are
  charged to  operating  expense as incurred.  Expenditures  for  additions  and
  betterments  that  extend the  useful  lives of  property  and  equipment  are
  capitalized, upon being placed in service. When assets are


<PAGE>



  sold or otherwise disposed of, the cost and related  accumulated  depreciation
  or amortization is removed from the accounts and any resulting gain or loss is
  included  in  operations.  Depreciation  is computed  using the  straight-line
  method over the estimated useful lives of the assets.

                                    -5-
<PAGE>
                      SKYFRAMES, INC. AND SUBSIDIARY
                       (Formerly Basic Energy, Inc.)
                       [A Development Stage Company]

      NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Continued]

  Website Costs - The Company has adopted the provisions of Emerging Issues Task
  Force 00-2, "Accounting for Web Site Development Costs." Costs incurred in the
  planning  stage of a website are  expensed as research and  development  while
  costs incurred in the development stage are capitalized and amortized over the
  life of the asset,  estimated  to be three years.  As of March 31,  2003,  the
  Company has capitalized a total of $330 of website costs.  The Company did not
  incur any planning costs and did not record any research and development costs
  for the nine months ended March 31, 2003.

  Organization  Costs - Organization  costs,  which reflect amounts  expended to
  organize the Company, were expensed as incurred.

  Revenue Recognition - The Company's revenue comes from services provided under
  various service agreements. Revenue is recognized over the term of the service
  agreement.

  Advertising  Costs -  Advertising  costs,  except  for costs  associated  with
  direct-response  advertising,  are charged to operations  when  incurred.  The
  costs of  direct-response  advertising  are capitalized and amortized over the
  period during which future benefits are expected to be received.  For the nine
  months ended March 31, 2003, advertising costs amounted to $1,520.

  Loss Per Share - The  computation  of loss per share is based on the  weighted
  average number of shares outstanding during the period presented in accordance
  with Statement of Financial Accounting Standards No. 128 [See Note 9].

  Accounting  Estimates - The preparation of financial  statements in conformity
  with generally accepted accounting  principles in the United States of America
  requires management to make estimates and assumptions


<PAGE>



  that effect the reported amounts of assets and liabilities, the disclosures of
  contingent 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 estimated by management.

  Recently  Enacted Accounting Standards - Statement of Financial Accounting
  Standards  ("SFAS")  No.  141,  "Business  Combinations",  SFAS  No.  142,
  "Goodwill  and  Other  Intangible Assets", SFAS No. 143,  "Accounting  for
  Asset   Retirement  Obligations",  SFAS  No.  144,  "Accounting  for   the
  Impairment or Disposal of Long-Lived Assets", SFAS No. 145, "Rescission of
  FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and
  Technical  Corrections", SFAS No. 146, "Accounting  for  Costs  Associated
  with  Exit or Disposal Activities", SFAS No. 147, "Acquisitions of Certain
  Financial  Institutions - an Amendment of FASB Statements No. 72  and  144
  and  FASB Interpretation No. 9", and SFAS No. 148, "Accounting for  Stock-
  Based  Compensation  - Transition and Disclosure - an  Amendment  of  FASB
  Statement  No. 123", were recently issued.  SFAS No. 141, 142,  143,  144,
  145,  146,  147  and 148 have no current applicability to the  Company  or
  their effect on the financial statements would not have been significant.

  Restatement  - The  financial  statements  have been  restated for all periods
  presented to reflect a 1-for-100  reverse stock split that Parent  effected on
  January 28, 2003.

                                   -6-
<PAGE>

                      SKYFRAMES, INC. AND SUBSIDIARY
                       (Formerly Basic Energy, Inc.)
                       [A Development Stage Company]

      NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 - EXCHANGE AGREEMENT AND RELEASE AND SETTLEMENT AGREEMENT

  On August 3, 2002,  Subsidiary  signed an  Exchange  Agreement  with  Helsinki
  Capital  Partners,  Inc.  ("Helsinki").  The agreement  called for Helsinki to
  issue 8,500,000  shares of its common stock to the  shareholders of Subsidiary
  for all 85,000  outstanding  shares of Subsidiary's  common stock.  The merger
  closed on August 31, 2002; however, subsequently, the merger was rescinded. On
  January 28, 2003,  Subsidiary  signed a Release and Settlement  Agreement with
  Helsinki.  The  rescission  agreement  called for the former  shareholders  of
  Subsidiary  to return the 8,500,000  shares of Helsinki's  common stock and to
  receive back their 85,000 shares of Subsidiary's  common stock.  The financial
  statements  have been  restated  to reflect  the  acquisition  as having  been
  rescinded.



<PAGE>



NOTE 3 - EXCHANGE AGREEMENT

  On January 28, 2003, Parent signed an Exchange Agreement with Subsidiary.  The
  agreement  called for Parent to issue 8,500,000  shares of its common stock to
  the  shareholders  of  Subsidiary  for  all  85,000   outstanding   shares  of
  Subsidiary's  common stock.  The agreement  also called for Parent to effect a
  1-for-100  reverse stock split just prior to the merger.  The merger closed on
  January  28,  2003  and  has  been  accounted  for  as a  recapitalization  of
  Subsidiary in a manner similar to a reverse purchase.

NOTE 4 - PROPERTY AND EQUIPMENT

  The  following  is a summary of property  and  equipment  at cost or carryover
  basis, less accumulated depreciation as of:

                                           March 31,    June 30,
                                             2003        2002
                                          ---------- ------------
         Computers and related equipment   $      -   $        -
         Office equipment                     1,901            -
         Software                             2,150            -
         Website                                330            -
                                          ---------- ------------
                                              4,381            -

         Less: accumulated depreciation       (663)            -
                                          ---------- ------------
                                           $  3,718   $        -
                                          ---------- ------------

  For the nine months ended March 31,  2003,  depreciation  expense  amounted to
  $663.

NOTE 5 - CAPITAL STOCK

  Common Stock - In May 2002, in connection with its  organization,  the Company
  issued 25,000 shares of their previously authorized but unissued common stock.
  The shares were issued as payment of organization costs of $5,000 (or $.20 per
  share).

                                  -7-
<PAGE>
                      SKYFRAMES, INC. AND SUBSIDIARY
                       (Formerly Basic Energy, Inc.)
                       [A Development Stage Company]

      NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



<PAGE>



NOTE 5 - CAPITAL STOCK [Continued]

  In  August  2002,  the  Company  issued  60,000  shares  of  their  previously
  authorized but unissued common stock. The shares were issued for computers and
  related  equipment  recorded at the  carryover  basis of $0 and for payment of
  related  party  advances of $46,063 (or  $.767714  per share).  This  issuance
  resulted in a change in control of the Company.

  In January 2003, in connection with an exchange agreement,  the Company issued
  8,499,679 shares of their previously authorized but unissued common stock [See
  Note 3].

  In  January  2003,  the  Company  issued  150,000  shares of their  previously
  authorized  but  unissued  common  stock.  The shares  were issued for cash of
  $75,000 (or $.50 per share).

  In  February  2003,  the Company  issued  500,000  shares of their  previously
  authorized but unissued common stock as part of an employment  agreement.  The
  shares were issued for employee  services  rendered valued at $30,000 (or $.06
  per share).

  In February  2003,  the Company issued  2,700,000  shares of their  previously
  authorized but unissued common stock under the Company's Advisor  Compensation
  Plan.  The shares  were  issued for  consulting  services  rendered  valued at
  $108,000 (or $.04 per share).

  In  March  2003,  the  Company  issued  250,000  shares  of  their  previously
  authorized  but unissued  common stock.  The shares were issued for consulting
  services rendered valued at $425,000 (or $1.70 per share).

  Capital  Contributions  - In  February  2003,  a  shareholder  of the  Company
  contributed cash of $2,000 to the Company.

  In March 2003, a shareholder of the Company contributed cash of $20,000 to the
  Company.

  Stock Split - On January 28, 2003,  the Company  effected a 1-for-100  reverse
  stock split.  The financial  statements  for all periods  presented  have been
  restated to reflect this stock split.

  Advisor  Compensation  Plan - On February 10, 2003,  the Board of Directors of
  the Company  adopted  the Advisor  Compensation  Plan ("the  Plan").  The Plan
  provides  for issuing up to  3,000,000  shares of common  stock to  employees,
  directors,  consultants  and advisors.  In February  2003,  the Company issued
  2,700,000  shares under the Plan. At March 31, 2003, total shares available to
  be issued under the Plan amounted to 300,000.

                                  -8-


<PAGE>



<PAGE>
                      SKYFRAMES, INC. AND SUBSIDIARY
                       (Formerly Basic Energy, Inc.)
                       [A Development Stage Company]

      NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6 - INCOME TAXES

  The  Company  accounts  for  income  taxes in  accordance  with  Statement  of
  Financial Accounting Standards No. 109 "Accounting for Income Taxes". SFAS No.
  109 requires the Company to provide a net deferred tax  asset/liability  equal
  to the expected future tax benefit/expense of temporary reporting  differences
  between book and tax  accounting  methods and any available  operating loss or
  tax credit carryforwards.  At March 31, 2003, the Company has available unused
  operating loss carryforwards of approximately  $773,000,  which may be applied
  against future taxable income and which expire in various years through 2023.

  The amount of and ultimate realization of the benefits from the operating loss
  carryforwards for income tax purposes is dependent, in part, upon the tax laws
  in effect,  the future  earnings of the Company and other future  events,  the
  effects of which cannot be determined.  Because of the uncertainty surrounding
  the  realization  of the loss  carryforwards,  the Company has  established  a
  valuation  allowance  equal to the tax effect of the loss  carryforwards  and,
  therefore,   no  deferred  tax  asset  has  been   recognized   for  the  loss
  carryforwards.  The net  deferred  tax assets are  approximately  $360,000 and
  $34,000  as of  March  31,  2003  and June  30,  2002,  respectively,  with an
  offsetting valuation allowance of the same amount resulting in a change in the
  valuation  allowance of  approximately  $326,000  during the nine months ended
  March 31, 2003.

NOTE 7 - RELATED PARTY TRANSACTIONS

  Advances - As of March 31, 2003, officers and shareholders of the  Company
  were  owed  $20,264 for expenses they paid on behalf of the Company.   The
  advances are due on demand and bear no interest.

  Management  Compensation  - For the nine  months  ended  March 31,  2003,  the
  Company  paid  $37,244  and  accrued  $21,706  in  compensation  to the  Chief
  Technical and Operations Officer who is also a shareholder of the Company.

  For the nine months  ended March 31,  2003,  the  Company  accrued  $54,000 of
  compensation  for a director of the Company who is also a  shareholder  of the
  Company.

  For the nine  months  ended March 31,  2003,  the  Company  accrued  $9,000 of
  compensation for the former President who is also a shareholder of the


<PAGE>



  Company.

  Employment  Agreement - On February 1, 2003,  the Company signed an Employment
  Agreement with the Chief  Executive  Officer.  The agreement  calls for a base
  salary of  $60,000  for one year.  The  agreement  provides  for the salary to
  double if the Chief  Executive  Officer  can  generate  financing  of at least
  $500,000.  The agreement  also provided for the issuance of 500,000  shares of
  common stock over the term of the  agreement.  The agreement also provides for
  three  years of  extensions  and for the Chief  Executive  Officer  to receive
  10,000 options to purchase common stock at $.10 per share on February 1, 2004.
  For the nine months ended March 31, 2003, the Company paid $38,500 and accrued
  $1,500 of compensation for the Company's Chief Executive Officer who is also a
  shareholder  of the  Company.  In  February  2003,  the  Company  amended  the
  agreement to issue the 500,000 shares of common stock immediately.

                                     -9-
<PAGE>

                      SKYFRAMES, INC. AND SUBSIDIARY
                       (Formerly Basic Energy, Inc.)
                       [A Development Stage Company]

      NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8 - GOING CONCERN

  The  accompanying  financial  statements have been prepared in conformity with
  generally  accepted  accounting  principles  in the United  States of America,
  which contemplate continuation of the Company as a going concern. However, the
  Company was just recently formed, has current liabilities in excess of current
  assets and has incurred  losses since their  inception.  These  factors  raise
  substantial  doubt  about the  ability of the  Company to  continue as a going
  concern.  In this  regard,  management  is  proposing  to raise any  necessary
  additional funds not provided by operations  through loans or through sales of
  its common  stock or  through a possible  business  combination  with  another
  company.  There is no assurance that the Company will be successful in raising
  this  additional  capital  or  in  establishing  profitable  operations.   The
  financial statements do not include any adjustments that might result from the
  outcome of these uncertainties.

NOTE 9 - LOSS PER SHARE

  The following data shows the amounts used in computing loss per share:

                                                              From Inception
                                 For the Three  For the Nine    on May 24,
                                  Months Ended  Months Ended   2002 Through


<PAGE>



                                    March 31,     March 31,     March 31
                                      2003         2003           2003
                                   ----------    ----------    ----------
    Loss available to common
    shareholders (numerator)       $(683,568)    $(829,512)    $(915,783)
                                   ----------    ----------    ----------
    Weighted average number
    of common shares outstanding
    used in loss per share during
    the period (denominator)        7,869,223     2,634,416     2,323,971
                                   ----------    ----------    ----------

  Dilutive  loss per  share  was not  presented,  as the  Company  had no common
  equivalent  shares for all periods presented that would effect the computation
  of diluted loss per share.

NOTE 10 - COMMITMENTS AND AGREEMENTS

  Office Lease - On September  30, 2002,  the Company  signed an office lease to
  lease office space in San Juan  Capistrano,  California for one year beginning
  October 1, 2002.  The Company paid a $700 deposit and will pay $600 per month.
  The lease is renewable for one additional year.

  Office Lease - On October 2, 2002, the Company signed an office lease to lease
  office space in Oceanside, California for two years beginning October 1, 2002.
  The Company  paid a $1,114  deposit  and will pay $1,142 per month  during the
  first year and $1,189 during the second year plus the  Company's  share (.99%)
  of the building's expenses. The lease is guaranteed by the Chief Technical and
  Operations Officer.

                                  -10-
<PAGE>

                      SKYFRAMES, INC. AND SUBSIDIARY
                       (Formerly Basic Energy, Inc.)
                       [A Development Stage Company]

      NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 10 - COMMITMENTS AND AGREEMENTS [Continued]

  Satellite  Service  Agreement  / Purchase  Option - On October 10,  2002,  the
  Company  signed a Satellite  Service  Agreement  with Clear Channel  Satellite
  Services ("CCSS") to purchase  preemptible  satellite bandwidth and power from
  CCSS on a month-to-month basis. The Company paid a $6,000 deposit and will pay
  75% of gross  revenues  derived from use of the CCSS  satellite with a minimum
  amount of $5,820  per  month.  The  agreement  also  grants  CCSS the right to
  acquire the Company during the 18-24th months of the


<PAGE>



  agreement at the greater of gross annual  revenues or fair market  value.  The
  agreement  grants  the  Company  first  right  of  refusal  to  convert  to  a
  non-preemptible status. The agreement also sets minimum prices the Company can
  charge for its  services  and calls for a 3% increase in monthly  fees at each
  anniversary of the agreement.

NOTE 11 - CONCENTRATIONS

  Sales - For the nine months ended March 31, 2003,  all of the Company's  sales
  were to only  one  customer.  The  loss of  this  significant  customer  could
  adversely affect the Company's business and financial condition.

NOTE 12 - SUBSEQUENT EVENTS

  Fiscal Year-End Change - In May 2003,  Subsidiary  changed its fiscal year-end
  to June 30th.

                                   -11-
<PAGE>

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
         OPERATIONS AND FINANCIAL CONDITION

         Safe Harbor Statement

         This Form 10-QSB contains certain forward-looking  statements. For this
purpose any statements  contained in this Form 10-QSB that are not statements of
historical fact may be deemed to be forward-looking statements. Without limiting
the foregoing,  words such as "may," "will," "expect," "believe,"  "anticipate,"
"estimate"  or "continue"  or  comparable  terminology  are intended to identify
forward-looking statements. These statements by their nature involve substantial
risks and uncertainties, and actual results may differ materially depending on a
variety of factors  including,  but not limited to, our ability to find  working
capital,  technical issues relating to our obtaining satellite time, our ability
to provide timely  customer  service and shipment of equipment given that we are
short on working  capital,  and  compliance  of our customers  with  contractual
terms.

Management's Discussion and Analysis of Financial Condition and Results of
 Operations

Overview

         The Company is an early stage  provider of low-cost  high-speed  secure
Internet  broadband  services.  SkyFrames,  founded in 2002,  delivers broadband
speeds to rural  locations that enable  applications to be delivered in a manner
that were previously  unattainable.  This reliable  technology platform delivers
speeds equal to or greater than  terrestrial  broadband in these  various  rural
areas.  There  are over  20,000  communities  in the US alone  that  would  gain
significant benefit from SkyFrames  services.  This market continues to grow due
to past  events  such as 9/11 and  unforeseen  man-made  or  natural  disasters.
Skyframes presents a viable redundancy or alternate  solution.  Applications for
the Company's product and services include: Corporate data


<PAGE>



networks, distance learning centers, disaster recovery, government applications,
information  distribution,  rural  telecommunications  initiatives,  and  backup
terrestrial data support infrastructure.

         There are two main product  offerings to deliver  these  services.  The
first is VSAT (Very  Small  Aperture  Terminal)  systems,  which can be deployed
immediately to areas where there is little or no  connectivity.  SkyFrames is an
ideal system for Internet access for rural  communities.  This product will also
be used in business  continuity and disaster  recovery  situations,  providing a
diverse path backup system.  Management believes this system is very competitive
and provides a quality  offering above some existing or legacy  systems  offered
currently in the marketplace. Our proprietary software allows the implementation
of "bandwidth on demand"  protocol with DAMA (Demand  Assigned  Multiple Access)
and static IP  addressing.  SkyFrames's  advanced  satellite  product called VOS
(Virtual Onboard Switching) was designed to provide a secure intelligent routing
and switching firmware design, that interoperates  cohesively with international
standards for uplink and downlink  equipment as well as various  terrestrial  IP
networks.  This  technology  implements  a unique  deployment  of digital  video
broadcast  (DVB-S)  technology for the creation of a mesh Internet backbone with
very low latency.  This highly  efficient  systems  major  feature is that it is
extremely  secure and operates in its own closed  environment,  thus providing a
true private network,  no public switches.  Both products allow for the creating
of broadband hotspots in rural areas.

         Both these products and the continued subscriber base developed by each
user  on the  system  installed  will  generate  SkyFrames  revenue.  A  typical
installed  site will pay monthly  user fees for access to the system.  A minimum
twelve-month  service  agreement is required per site.  Sales are generated by a
direct  sales force and through VARs (Value  Added  Resellers).  The Company has
recently  begun selling these  products and  management  believes a good selling
effort is under way.  Revenues for the quarter ended March 31, 2003 were limited
to $1,800 in sales to only one small VSAT customer, at a rate of $600 per month.
Subsequent to March 31, 2003,  we entered into a number of contracts.  The first
is State Wireless of Ottuwa,  Iowa, a value added reseller which  specializes in
Wi-Fi  and  wireless  technologies.  State  Wireless  operates  in the  Midwest.
SkyFrames  has entered  into an  agreement  with  CompUSA to deliver  e-learning
content and courseware  throughout  North America.  This project was designed to
give  the  rural  student  the  same   opportunities  as  the  students  in  the
metropolitan areas by connecting them to the internet using Skyframes  satellite
delivery  of  internet to these rural  schools.  Skyframes  has entered  into an
agreement with Cyberguard, a premier cybersecurity company for customers looking
for highly  secure voice and data  transmissions.  Skyframes has entered into an
agreement with SSM  Technologies,  a value added reseller in Buffalo  Wyoming to
sell Skyframes VSAT units.  SSM  Technologies  provides  broadband  solutions to
multinational corporations and governments.

         In April  Skyframes  sold a wireless  broadband  system to Coffman Cove
Alaska for rural connectivity.  Installation will take place in the beginning of
June and Management believes once successful on this installation Skyframes will
be able to sell to the  majority  of the other 400 rural  communities  in Alaska
which are in need of  broadband  connectivity.  There is $7.5  million  in grant
money in Alaska allocated for this specific  purpose.  In May Skyframes  entered
into an agreement with NetWorth LLC, a value added  integrator  specializing  in
disaster  recovery  systems.  NetWorth will sell Skyframes VSAT solutions to the
business continuity market and utilize mobile broadband units. Network initially
will focus on  Florida  where  natural  disasters  can shut down  communications
systems for days.



<PAGE>



         Our sales for the  quarter  ended June 30,  2003 will be  substantially
greater than the March 31, 2003 quarter, most likely at least $150,000,  but the
amount of sales is very difficult to predict because we are in our initial phase
of operations. There are many factors which could impact our ability to perform,
but our limited history makes the level of future revenues  extremely  difficult
to predict. We could have technical problems,  personnel problems and we do have
continuing  liquidity  problems as discussed below. One or more of our customers
could  fail  to  perform,  and  this  would  adversely  impact  our  results  of
operations.

Results of Start-up  Operations  for the three and nine  months  ended March 31,
2003.

         The  statement  of  operations  for  the  Company  do not  reflect  any
significant  revenue in the  quarter due to the  start-up  of selling  activity.
There is no prior sales history for the Company prior to the three month period.

                                                                  Three and Nine
                                                                   Months Ended
                                                                   March 31 2003
Revenues                                                                  $1,800



      The Company has entered into a contract  with Clear  Channel as its
  satellite  link provider.  This contract is on a revenue  share basis and we
 believe  provides a solid  financial model on which to project  margin.
Activity  through March 31,  2003 was  minimal  while  setting the  selling
activity in motion.  A number of factors  will drive costs in the future as
 well as  revenues;  ratios to revenue should not  fluctuate  appreciably.
  The primary  cost expense  associated  with providing  these  services after
 the hardware  installation  will be the ongoing satellite  service fees, which
 are directly  proportional to the number of users on the system.
<TABLE>
<CAPTION>

                                                     Three Months Ended                 Nine Months Ended
                                                     March 31, 2003                     March 31, 2003
                                                     --------------                     --------------
<S>                                                  <C>                                <C>
General & Administrative expenses                    $   683,848                        $   829,792
Selling Expenses                                     $   1,520                          $   1,520
</TABLE>

         In the third  quarter  of 2003,  general  and  administrative  expenses
increased  substantially  as  the  Company  activity  increased.  The  principal
increase was due to the  addition to the  Company's  management,  use of outside
consultants,  and the sales ramp up activity.  We paid  substantially all of our
start up costs for services by the issuance of common stock valued at $5,000 for
services  before  the third  quarter  and  $563,000  in the third  quarter.  The
increase in general and administrative  costs (excluding the portion represented
by stock compensation,  which is primarily for startup  expenses)is  expected to
continue as more customers are added.  However,  these expenses  (except for the
expenses  accrued  for stock  compensation,  which are more  related to start us
expenses) should be proportionate to revenue and not adversely effect margins in
the  future.  Staff  increases  will be in sales  administration,  order  entry,
quality assurance and customer service support.


<PAGE>




Liquidity and Capital Resources

         Management  and  shareholders  are  currently   funding  the  Company's
financial requirements with advances of $66,320 and private placements of equity
of $75,000  with  non-related  parties,  through  March 31, 2003 and by accruing
expenses.  Given the recent  ramp up of the  selling  activity,  pending  orders
during the  remainder  of the June 2003  quarter  and the  increasing  operating
expenses  will  require  additional  capital.  The  Company  plans to  engage an
investment  banker to assist  the  Company  in the  additional  debt and  equity
private  placements.  Management  intends to seek the funding  necessary to meet
these capital and  operating  requirements.  However,  no agreement to raise the
necessary  capital  has  been  entered  into.  We  are  also  investigating  the
possibility of accounts receivable financing. There can be no assurance that our
efforts to obtain  financing will be successful or that proceeds raised from the
sale of our securities or other  financing  activates will be sufficient to fund
the operating  activities or service any indebtedness as a result of the capital
raising activities.  If the funds received are insufficient,  then the Company's
ability to continue as a going concern could be adversely affected.

Economic Conditions and Trends

         Management believes current economic conditions and the capital markets
generally  will  impact  the  timing  and the  results  of any  private  sale of
securities  or other  financing  activities.  The Company is dependent on timely
financing to support  product sales flow and customer  deliveries.  Accordingly,
management  has kept  overhead  down and  requires  customers to provide a (50%)
fifty percent down payment with each order.  However, the other (50%) is carried
until the product is delivered. The results are a 30 to 45 day carry time before
the  Company  receives  the balance of its  payments.  This  negatively  impacts
accounts  payables  timing.  This  concern for long term  financing  may have an
adverse effect on the Company's performance, if not resolved in the near future.
Management believes it can work through the short-term issues for some period of
time.  However,  future sales levels, if substantial,  will increase pressure on
the need for a long term funding solution.

Item 3.  Controls and Procedures.

         (a)      Evaluation  of  disclosure   controls  and   procedures.   The
                  Company's   principal  executive  officer  and  its  principal
                  financial officer,  based on their evaluation of the Company's
                  disclosure controls and procedures (as defined in Exchange Act
                  Rules  13a-14(c)  and 15d -14 (c) as of a date  within 90 days
                  prior to the filing of this Quarterly Report on Form 10Q, have
                  concluded   that  the   Company?s   disclosure   controls  and
                  procedures  are  adequate and  effective  for the purposes set
                  forth in the definition in Exchange Act rules.

         (b)      Changes  in  internal  controls.  There  were  no  significant
                  changes in the Company?s internal controls or in other factors
                  that  could   significantly   affect  the  Company?s  internal
                  controls subsequent to the date of their evaluation.

                           PART II. OTHER INFORMATION

Item 1.  LEGAL PROCEEDINGS  -  None



<PAGE>



Item 2.  CHANGES IN SECURITIES - The registrant effected a one-for-one hundred
         ---------------------
reverse stock split effective the close of business on February 19,
2003.  During the quarter ended March 31, 2003, we issued unregistered shares of
 common stock as follows.  No underwriter was involved.  We believe that in all
 of the issuances,  the transaction was exempt under Section 4(2) of the
 Securities Act of 1933, as not involving any public offering due to the limited
  number of individuals  involved, their level of sophistication or involvement
  as officers,  directors or          founders.




<PAGE>
<TABLE>
<CAPTION>



              Shares                                         Number of             Class of
  Date        Issued             Consideration                Persons               Persons


<C>   <C>     <C>         <C>                                    <C>       <C>
01/28/03      8,500,000   Exchange for Skyframes                 34        Shares in exchange for operating
                             Texas                                            company
01/28/03        150,000   Cash of $75,000                         2        Accredited Investors
01/02/03        500,000   Employment of President                 1        Management
03/16/03        250,000   Services                                1        Management
</TABLE>

Item 3.  DEFAULTS UPON SENIOR SECURITIES - None
         -------------------------------

Item     4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - On January 28,
         2003,  the majority  shareholders  approved a name change to Skyframes,
         Inc. An information statement on Form 14C was mailed to shareholders.

Item 5.  OTHER INFORMATION - None

Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

         Exhibits--None

         Reports on Form 8-K--We  filed a Current  Report 8-K dated  January 28,
         2003 to report the acquisition of Skyframes,  Inc.  (Texas) and to file
         the audited  financial  statements  of that Company.  A second  Current
         Report  on Form  8-K was  filed  dated  February  10,  2003 to  provide
         additional narrative information regarding the newly acquired business.




<PAGE>



                                   SIGNATURES

         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 thereunto duly authorized.


                                                                 SKYFRAMES, INC.


May 20, 2003                                                 /s/ James W. France


                                                                 James W. France
                                          President and Chief Financial Officer
                                         (duly authorized officer and principal
                                               accounting and financial officer)

                                 CERTIFICATIONS
I, James W. France, 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
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant?s  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

         a) designed  such  disclosure  controls and  procedures  to ensure that
material  information  relating to the  registrant,  including its  consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this quarterly report is being prepared;

         b) evaluated the effectiveness of the registrant?s disclosure controls
 and procedures as of
a date within 90 days prior to the filing date of this quarterly report (the
"Evaluation Date"); and

         c) presented in this quarterly report our conclusions about the
effectiveness of the
disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant?s other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant?s auditors and the audit committee of
registrant?s   board  of  directors  (or  persons   performing   the  equivalent
functions):


<PAGE>



         a) all significant  deficiencies in the design or operation of internal
controls  which  could  adversely  affect  the  registrant?s  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant?s auditors any material weaknesses in internal controls; and

         b) any fraud, whether or not material, that involves management or
other employees who
have a significant role in the registrant's internal controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: May 20, 2003

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



<PAGE>