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 September 30, 2002

[        ] 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 0-23504
         CIK 0000919602

                                                  SKYFRAMES, INC.

                          (Exact Name of Registrant as specified in its Charter)

            Delaware                                                  33-0601502
(State or other Jurisdiction of                        I.R.S. Employer Identi-
Incorporation or Organization                                    fication No.)

                        24351 Pasto Road, Suite B, Dana Point, California 92629

(Address of Principal Executive Offices)                       (Zip Code)

                                                  (949) 489-2400

                            (Registrant'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 Stock, as of the latest practicable date.

Common Stock, $.001 par value                                        10,920,150
----------------------------------                         --------------------
Title of Class                                     Number of Shares outstanding
                                                          at September 30, 2002


<PAGE>
<TABLE>
<CAPTION>


                         SKYFRAMES, INC. AND SUBSIDIARY
                   (Formerly Helsinki Capital Partners, Inc.)
                          [A Development Stage Company]

                 UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET

                                     ASSETS
                                                                                                    September 30,
                                                                                                        2002
                                                                                                       ------------
CURRENT ASSETS:
<S>                                                                                              <C>
     Cash                                                                                        $            5,747
     Prepaid expenses                                                                                         1,000
                                                                                                       ------------
               Total Current Assets                                                                           6,747

PROPERTY AND EQUIPMENT, net                                                                                   2,347

OTHER ASSETS:
     Deposits                                                                           6,700
                                                                                                       ------------
                                                                                                 $           15,794
                                                                                                       ------------

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:
     Accounts payable                                                                            $              461
     Advances from a related party                                                                            5,232
     Accrued payroll and related expenses - related party                                                    66,129
                                                                                                       ------------
               Total Current Liabilities                                                                     71,822
                                                                                                       ------------
STOCKHOLDERS' EQUITY (DEFICIT):
     Preferred stock, $.001 par value,
       1,000,000 shares authorized,
       no shares issued and outstanding                                                                           -
     Common stock, $.001 par value,
       20,000,000 shares authorized,
       10,920,150 shares issued and
       outstanding                                                                                           10,920
     Capital in excess of par value                                                                          62,150
     Deficit accumulated during the
       development stage                                                                                   (129,098)
                                                                                                       ------------
               Total Stockholders' Equity (Deficit)                                                         (56,028)
                                                                                                       ------------
                                                                                                 $           15,794

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


</TABLE>

       The accompanying  notes are an integral part of this unaudited  condensed
consolidated financial statement.


<PAGE>
<TABLE>
<CAPTION>


                         SKYFRAMES, INC. AND SUBSIDIARY
                   (Formerly Helsinki Capital Partners, Inc.)
                          [A Development Stage Company]

            UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS


                                                                                                    From Inception
                                                                                   For the Three      on May 24,
                                                                                   Months Ended      2002 Through
                                                                                   September 30,     September 30
                                                                                       2002              2002
                                                                                     ------------      ------------
<S>                                                                               <C>              <C>
REVENUE                                                                           $             -  $              -

OPERATING EXPENSES:
     General and administrative                                                            18,474           129,098
                                                                                     ------------      ------------

LOSS BEFORE INCOME TAXES                                                                  (18,474)         (129,098)

CURRENT TAX EXPENSE                                                                             -                 -

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

NET LOSS                                                                       $  (18,474)      $  (129,098)
                                                                                     ------------      ------------

LOSS PER COMMON SHARE                                                             $         (.01)  $         (.05)
                                                                                     ------------      ------------





</TABLE>













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


<PAGE>
<TABLE>
<CAPTION>


                         SKYFRAMES, INC. AND SUBSIDIARY
                   (Formerly Helsinki Capital Partners, Inc.)
                          [A Development Stage Company]

            UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

                                                                                                    From Inception
                                                                                                      on May 24,
                                                                                                     2002 Through
                                                                                                     September 30
                                                                                                         2002
                                                                                                       ------------
Cash Flows From Operating Activities:
<S>                                                                                             <C>
     Net loss                                                                                   $  (129,098)
     Adjustments to reconcile net loss to net cash used by
       operating activities:
        Depreciation                                                                                            133
        Non-cash expenses paid by issuing common stock                                                        5,000
        Changes in assets and liabilities:
           (Increase) in prepaid expenses                                                                    (1,000)
           (Increase) in deposits                                                                            (6,700)
           Increase in accrued payroll and related expenses - related party                66,129
                                                                                                       ------------
               Net Cash (Used) by Operating Activities                                                      (65,536)
                                                                                                       ------------
Cash Flows From Investing Activities:
     Payments for property and equipment                                                                     (2,480)
                                                                                                       ------------
               Net Cash (Used) by Investing Activities                                                       (2,480)
                                                                                                       ------------
Cash Flows From Financing Activities:
     Advances from a related party                                                                           48,763
     Proceeds from issuance of common stock                                                                  25,000
                                                                                                       ------------
               Net Cash Provided by Financing Activities                                                     73,763
                                                                                                       ------------
Net Increase (Decrease) in Cash                                                                               5,747

Cash at Beginning of the Year                                                                                     -
                                                                                                       ------------
Cash at End of the Year                                                                            $          5,747
                                                                                                       ------------
Supplemental Disclosures of Cash Flow Information:

     Cash paid during the period for:
       Interest                                                                                 $  -
       Income taxes                                                                                $              -
</TABLE>

Supplemental Schedule of Noncash Investing and Financing Activities:

     From inception on May 24, 2002 through September 30, 2002:

         On August 3, 2002, the Company issued 60,000 shares of common stock for
         computers and related  equipment  with a carryover  basis of $0 and for
         payment of related party advances of $46,063.

         On May 24, 2002,  the Company  issued 25,000 shares of common stock for
         payment of organization costs of $5,000.

       The accompanying  notes are an integral part of this unaudited  condensed
consolidated financial statement.


<PAGE>


                         SKYFRAMES, INC. AND SUBSIDIARY
                   (Formerly Helsinki Capital Partners, 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 Delaware on May 4, 1992 as
     Helsinki Capital Partners, Inc. for the purpose of seeking out business
opportunities  including acquisitions.  On
     October 22, 2002, Parent changed its name from Helsinki Capital Partners,
 Inc. to SkyFrames, Inc.

     SkyFrames,  Inc.  ("Subsidiary")  was  organized  under  the  laws  of the
 State  of  Texas  on May  24,  2002 as
     CyberVillage,  Inc. On July 25, 2002, Subsidiary changed its name from
CyberVillage,  Inc. to SkyFrames, Inc. [See
     Note 10].

     On August 31,  2002,  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 2].

     SkyFrames,  Inc. and Subsidiary ("the Company") plans to provide high-speed
     information access using satellites.  The Company has not yet generated any
     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 September 30, 2002 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  September 30, 2002 are not
     necessarily indicative of the operating results for the full year.

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

     Fiscal Year - The Company's fiscal year-end is March 31st.

     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  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.


<PAGE>


                         SKYFRAMES, INC. AND SUBSIDIARY
                   (Formerly Helsinki Capital Partners, 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 from three months
     to three years.  As of September  30, 2002,  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 period
     from inception on May 24, 2002 through September 30, 2002.

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

     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 8].

     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
     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  Accountin
  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", and SFAS No. 147,
     "Acquisitions  of  Certain  Financial  Institutions  - an  Amendment  of
 FASB  Statements  No. 72 and 144 and FASB
     Interpretation  No. 9", were  recently  issued.  SFAS No. 141,  142,  143,
  144,  145, 146 and 147 have no current
     applicability to the Company or their effect on the financial statements
 would not have been significant.

NOTE 2 - EXCHANGE AGREEMENT

     On August 31,  2002,  Parent  acquired  Subsidiary  pursuant to an Exchange
     Agreement  signed August 3, 2002. The agreement  called for Parent to issue
     8,500,000  shares of 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 1.5-for-1  forward stock split. On August 31,
     2002, as part of the agreement,  Parent converted its two convertible notes
     payable into 1,733,250  shares of common stock and $351 that Parent owed on
     the two convertible notes payable was forgiven. The forgiveness of the $351
     has been accounted for as a capital  contribution  due to the related party
     nature  of  the   notes.   The  merger   has  been   accounted   for  as  a
     recapitalization of Subsidiary in a manner similar to a reverse purchase.


<PAGE>


                         SKYFRAMES, INC. AND SUBSIDIARY
                   (Formerly Helsinki Capital Partners, Inc.)
                          [A Development Stage Company]

              NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 - PROPERTY AND EQUIPMENT
<TABLE>
<CAPTION>

     The  following is a summary of property and  equipment at cost or carryover
     basis, less accumulated depreciation as of:
                                                                                                    September 30,
                                                                                                        2002
                                                                                                       ------------

<S>                                                                                              <C>
                  Computers and related equipment                                                $                -
                  Software                                                                                    2,150
                  Website                                                                                       330
                                                                                                       ------------
                                                                                                              2,480

                  Less: accumulated depreciation                                                               (133)
                                                                                                       ------------
                                                                                                 $            2,347
                                                                                                       ------------
</TABLE>

     Depreciation  expense for the period from inception on May 24, 2002 through
September 30, 2002 amounted to $133.

NOTE 4 - CAPITAL STOCK

     Preferred  Stock - The Company has authorized  1,000,000  shares of
 preferred  stock,  $.001 par value,  with such
     rights,  preferences and designations and to be issued in such series as
 determined by the Board of Directors.  No
     shares are issued and outstanding at September 30, 2002.

     Common Stock - The Company has authorized 20,000,000 shares of common stock
     with  a  par  value  of  $.001.   In  May  2002,  in  connection  with  its
     organization, the Company issued 25,000 shares of its previously authorized
     but  unissued  common  stock.   The  shares  were  issued  for  payment  of
     organization costs of $5,000 (or $.20 per share).

     In  August  2002,  the  Company  issued  60,000  shares  of its  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 August  2002,  in  connection  with an exchange  agreement,  the Company
     issued 10,785,150  shares of its previously  authorized but unissued common
     stock [See Note 2].

     In September  2002,  the Company  issued  50,000  shares of its  previously
     authorized  but unissued  common stock.  The shares were issued for cash of
     $25,000 (or $.50 per share).


<PAGE>


                         SKYFRAMES, INC. AND SUBSIDIARY
                   (Formerly Helsinki Capital Partners, Inc.)
                          [A Development Stage Company]

               NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5 - 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 September  30, 2002,  the
     Company has available unused operating loss  carryforwards of approximately
     $129,000,  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  $8,300 as of September 30, 2002 with an offsetting valuation
     allowance  of the  same  amount  resulting  in a  change  in the  valuation
     allowance of  approximately  $8,300 during the period from inception on May
     24, 2002 through September 30, 2002.

NOTE 6 - RELATED PARTY TRANSACTIONS

     Advances - As of September 30, 2002,  officers/shareholders  of the Company
     were owed  $5,232  for  expenses  they paid on behalf of the  Company.  The
     advances are due on demand and bear no interest.

     Management  Compensation - During the period from inception on May 24, 2002
     through September 30, 2002, the Company paid $54,706 in compensation to the
     Company's Chief Technical and Operations  Officer who is also a shareholder
     of the Company. The Company also accrued $4,244 of additional  compensation
     for the officer/shareholder.

     During the period from  inception  on May 24, 2002  through  September  30,
     2002, the Company  accrued  $54,000 of  compensation  for a director of the
     Company who is also a shareholder of the Company.

     During the period from  inception  on May 24, 2002  through  September  30,
     2002,  the  Company  accrued  $3,000  of  compensation  for  the  Company's
     President who is also a shareholder of the Company.

     Office Space - Through  September 30, 2002,  the Company has not had a need
     to rent office space. An officer/shareholder of the Company is allowing the
     Company to use his home as a mailing address,  as needed,  at no expense to
     the Company.


<PAGE>


                         SKYFRAMES, INC. AND SUBSIDIARY
                   (Formerly Helsinki Capital Partners, Inc.)
                          [A Development Stage Company]

               NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7 - 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 8 - LOSS PER SHARE
<TABLE>
<CAPTION>

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

                                                                                                    From Inception
                                                                                   For the Three      on May 24,
                                                                                   Months Ended      2002 Through
                                                                                   September 30,     September 30
                                                                                       2002              2002
                                                                                     ------------      ------------
         Loss available to common shareholders
<S>                                                                                       <C>      <C>
           (numerator)                                                                    (18,474) $       (129,098)
                                                                                     ------------      ------------
         Weighted average number of common shares
           outstanding used in loss per share during the
           period (denominator)                                                         3,596,027         2,571,779
                                                                                     ------------      ------------
</TABLE>

     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 9 - 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.


<PAGE>


                         SKYFRAMES, INC. AND SUBSIDIARY
                   (Formerly Helsinki Capital Partners, Inc.)
                          [A Development Stage Company]

                NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 10 - SUBSEQUENT EVENTS

     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
     Company's Chief Technical and Operations Officer.

     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 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.

     Name Change - On October 22, 2002, Parent changed its name from Helsinki
 Capital Partners, Inc. to SkyFrames, Inc.

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

         We have never received revenues from operations.  Until October 2002 we
         have  been  configuring  equipment  at the  teleport  and  obtaining  a
         contract for satellite,  time with Clear Channel Satellite Services and
         Intelsat  USA  Sales.  We  have  only  begun  formal   solicitation  of
         customers.  Diverse  Path  customers  will pay  approximately  $500 per
         month.  Since our fixed costs for rent,  salary,  satellite  access and
         other costs are  approximately  $23,000 per month, we need at least 160
         customers  to break even.  We pay for our  satellite  time on a revenue
         share basis.  We believe that we can attain 160 customers by the end of
         December  2002.  Until that time we need debt or equity  funding at the
         level of $23,000 per month. If we start to acquire  significant  levels
         of new customers,  we will need  additional  sums for working  capital.
         Depending  on the rate we acquire new  customers,  the amount  could be
         substantial, but we don't forecast the need for more than $100,000.

         Skyframes has an agreement with Clear Channel Satellite Services, under
         which agreement Clear Channel  provides  transponder and satellite time
         on a pre-emptive basis.  Skyframes pays to Clear Channel the greater of
         75% of revenues  collected from customers or  approximately  $5,800 per
         month. Clear Channel has the exclusive right to acquire Skyframes for a
         24 month period  commencing  after 18 months,  for one time revenues or
         fair market  value,  whichever is greater.  Skyframes has the option to
         convert to the  provision  of  services on a  non-preemptible  basis on
         terms to be negotiated.

         We do not have any agreements or understandings with respect to sources
         of capital.  We have not identified any potential  sources.  Its likely
         that we will not be able to raise the entire amount required initially,
         in which case we may face delays in acquiring new customers. Even if we
         are successful in obtaining the required funding, we probably will need
         to raise additional funds at the end of 12 months.

         Information  included in this quarterly report includes forward looking
         statements,  which  can be  identified  by the  use of  forward-looking
         terminology such as may, will, expect,  anticipate,  believe, estimate,
         or continue,  or the negative  thereof or other  variations  thereon or
         comparable  terminology.  Actual results could differ  materially  from
         those reflected in the forward-looking statements.

         We  are a  development  stage  company  as  that  term  is  defined  in
         paragraphs 8 and 9 of SFAS No. 7. This means, among other things,  that
         we  have  not  obtained  a  dependable  permanent  revenue  basis.  Our
         activities to date have been limited to seeking capital, seeking supply
         contracts and  development  of a business  plan. We do not believe that
         conventional  financing,  such as bank loans, is available to us due to
         these  factors.  Management  believes that it will be able to raise the
         required funds for operations from one or more future offerings, and to
         be able to effect our business plan. However,  Management believes that
         Skyframes's   ability  to  raise  significant   amounts  of  financing,
         including the potential  $100,000  required as set forth above, will be
         dependent on obtaining an initial contract, and other risks inherent in
         the business may affect the outcome of Management's plans.

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

Item 2.  CHANGES IN SECURITIES - None

Item 3.  DEFAULTS UPON SENIOR SECURITIES - None

Item 4.  SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS - None

Item 5.  OTHER INFORMATION - None

Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

         Exhibits-- Exhibit 3.3.  Amendment to Certificate of Incorporation is
filed herewith.

         Reports on Form 8-K-- The  Company  filed a Current  Report on Form 8-K
dated  August 31,  2002 to report a change in  control  and the  acquisition  of
SkyFrames, Inc., a Texas corporation, for 8,500,000 shares of common stock.


<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.



Date:     October 31, 2002                                    By:  /s/ Jehu Hand
                                                                   -------------
                                                                   Jehu Hand,
                                               President and Chief Financial
                                              Officer (chief financial officer
                                               and accounting officer and duly
                                                            authorized officer)


<PAGE>


                                                  CERTIFICATIONS
I, Jehu Hand, certify that:

1.     I have reviewed this quarterly report on Form 10-QSB of Sjyframes, 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):

         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: November 24, 2002

/s/ Jehu Hand
Jehu Hand
President and Chief Executive Officer