SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

================================================================================

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                                 SKYFRAMES, INC.
                          (formerly Basic Energy, Inc.)
             (Exact name of registrant as specified in its charter)

            Utah                                                00-001748413
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

       555 Anton Blvd., Suite 1200
         Costa Mesa, California                                         92626
         ----------------------                                         -----
(Address of principal executive offices)                              (Zip Code)


                           2003 Consultant Stock Plan
                           --------------------------
                            (Full title of the plan)

                                 James W. France
                           555 Anton Blvd., Suite 1200
                          Costa Mesa, California 92626

                     (Name and address of agent for service)

                                 (714) 957-1000
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
----------------------- --------------------- -------------------- --------------------- --------------------
                                               Proposed maximum      Proposed maximum
 Title of Securities        Amount to be      offering price per    aggregate offering        Amount of
   to be registered        registered(1)           share(2)              price(2)         registration fee
----------------------- --------------------- -------------------- --------------------- --------------------
<S>                          <C>                     <C>                 <C>                    <C>
Common Stock                 1,000,000               $0.10               $100,000               $8.09
----------------------- --------------------- -------------------- --------------------- --------------------
</TABLE>

(1) Includes an indeterminate  number of additional shares that may be issued to
adjust the number of shares issued  pursuant to the stock plan described  herein
as the result of any future stock split, stock dividend or similar adjustment of
the registrant's outstanding common stock.

(2) Estimated  pursuant to Rule 457(h) solely for purposes of calculating amount
of registration  fee, based upon the average of the high and low prices reported
on December 30, 2003, as reported on the OTC Electronic Bulletin Board.


                                       1
<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following  documents are hereby incorporated by reference into this
registration statement:

         (a) The Annual Report for the fiscal year ended June 30, 2003, filed by
the registrant with the Securities and Exchange Commission (the "Commission") on
Form 10KSB on November 26, 2003, which contains audited  consolidated  financial
statements for the most recent fiscal year for which such  statements  have been
filed.

         (b) The Quarterly Report for the quarter ended September 30, 2003 filed
on Form 10QSB by the registrant with the Commission on November 28, 2003.

         (c) The description of the registrant's common stock, which is included
in the registration  statement on Form 10-SB,  file no. 0-27849,  filed with the
Commission on October 27, 1999.

         (d) In addition,  all documents  subsequently  filed by the  registrant
pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Securities Exchange Act,
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  offered  have been sold or which  deregisters  all  securities  then
remaining  unsold,  shall be deemed to be  incorporated  by reference  into this
registration  statement  and to be a part hereof from the date of filing of such
documents.

Item 4.  Description of Securities.

         Not  applicable.  The class of  securities  to be offered is registered
under Section 12 of the Exchange Act.

Item 5.  Interests of Named Experts and Counsel.

         Richardson  & Patel LLP has given an  opinion  on the  validity  of the
securities  being  registered  hereunder.  Erick  Richardson  and Nimish  Patel,
partners of the law firm, are eligible to receive shares of the Company's common
stock pursuant to this Form S-8 registration statement.

Item 6.  Indemnification of Directors and Officers.

         The  statutes,   charter   provisions,   bylaws,   contracts  or  other
arrangements  under  which  controlling  persons,  directors  or officers of the
registrant are insured or indemnified in any manner against any liability  which


                                       2
<PAGE>

they may incur in such capacity are as follows:

         (a)  Section   16-10a-901  et.  seq.  of  the  Utah  Revised   Business
Corporation Act provides that each corporation shall have the following powers:

     16-10a-902. Authority to indemnify directors.

         1.       Except as  provided  in  Subsection  (4),  a  corporation  may
                  indemnify an individual  made a party to a proceeding  because
                  he is or was a  director,  against  liability  incurred in the
                  proceeding if:

                  (a)      his conduct was in good faith; and

                  (b)      he  reasonably  believed  that his conduct was in, or
                           not opposed to, the corporation's best interests; and

                  (c)      in the  case of any  criminal  proceeding,  he had no
                           reasonable cause to believe his conduct was unlawful.

         2.       A director's conduct with respect to any employee benefit plan
                  for a purpose he  reasonably  believed to be in or not opposed
                  to the interest of the  participants in and  beneficiaries  of
                  the  plan  is  conduct  that  satisfies  the   requirement  of
                  Subsection (1)(b).

         3.       The   termination   of  a  proceeding   by  judgment,   order,
                  settlement,  conviction,  or upon a plea of nolo contendere or
                  its  equivalent  is not,  of  itself,  determinative  that the
                  director  did not meet the  standard of conduct  described  in
                  this section.

         4.       A corporation may not indemnify a director under this section:

                  (a)      in connection with a proceeding by or in the right of
                           the  corporation  in which the  director was adjudged
                           liable to the corporation; or

                  (b)      in connection with any other proceeding charging that
                           the director  derived an improper  personal  benefit,
                           whether  or not  involving  action  in  his  official
                           capacity,  in which proceeding he was adjudged liable
                           on the basis  that he derived  an  improper  personal
                           benefit.

         5.       Indemnification  permitted  under this  section in  connection
                  with a  proceeding  by or in the right of the  corporation  is


                                       3
<PAGE>

                  limited to reasonable expenses incurred in connection with the
                  proceeding.

         Section 16-10a-903. Mandatory indemnification of directors.

                  Unless limited by its articles of incorporation, a corporation
                  shall indemnify a director who was  successful,  on the merits
                  or  otherwise,  in the  defense of any  proceeding,  or in the
                  defense of any claim,  issue, or matter in the proceeding,  to
                  which he was a party  because he is or was a  director  of the
                  corporation,  against  reasonable  expenses incurred by him in
                  connection  with the proceeding or claim with respect to which
                  he has been successful.

         Section   16-10a-907.    Indemnification   of   officers,    employees,
         fiduciaries, and agents.

                  Unless  a  corporation's  articles  of  incorporation  provide
         otherwise:

                  (1)      an  officer  of  the   corporation   is  entitled  to
                           mandatory  indemnification  under Section 16-10a-903,
                           and  is   entitled   to   apply   for   court-ordered
                           indemnification  under  Section 16- 10a-905,  in each
                           case to the same extent as a director.

                  (2)      the corporation may indemnify and advance expenses to
                           an  officer,  employee,  fiduciary,  or  agent of the
                           corporation to the same extent as to a directors; and

                  (3)      a corporation may also indemnify and advance expenses
                           to an officer,  employee,  fiduciary, or agent who is
                           not  a  director   to  a  greater   extent,   if  not
                           inconsistent with public policy,  and if provided for
                           by its articles of incorporation,  bylaws, general or
                           specific  action  of its  board of  directors,  or by
                           contract.

                  The Company's Articles of Incorporation limit liability of its
         Officers  and  Directors  to the  full  extent  permitted  by the  Utah
         Business Corporation Act.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission  such  indemnification  is against  public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable.


                                       4
<PAGE>

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         5.       Opinion regarding legality

         23.1     Consent of Pritchett, Siler & Hardy, P.C.


         23.2     Consent of Richardson & Patel LLP (included in Exhibit 5)


         99.1     2003 Consultant Stock Plan

Item 9.  Undertakings.

         (a) The undersigned  registrant  hereby  undertakes to file, during any
period in which  offers or sales are being made, a  post-effective  amendment to
this registration statement (1) to include any material information with respect
to the  plan  of  distribution  not  previously  disclosed  in the  registration
statement  or any  material  change  to  such  information  in the  registration
statement;  (2) that,  for the purpose of  determining  any liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide  offering  thereof;  and (3) to  remove  from  registration  by  means of a
post-effective  amendment any of the securities  being  registered  which remain
unsold at the termination of the offering.

         (b) The undersigned  registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of  1934  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses incurred or paid by a director,  officer,  or controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.


                                       5
<PAGE>

                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Costa Mesa, California, on this 10th day of December,
2003.

                                    SKYFRAMES, INC.
                                    A Utah Corporation


                                             /s/ James W. France
                                    --------------------------------------------
                                    By:  James W. France
                                    Its:  President

         Pursuant to the  requirements  of the Securities Act of 1933, this Form
S-8  registration  statement  has been  signed by the  following  persons in the
capacities and on the dates indicated:


Dated:  December 10, 2003                   /s/ James W. France
                                    --------------------------------------------
                                            James W. France, CEO, President,
                                            CFO and Director


Dated:  December 10, 2003                   /s/ Chester L. Noblett
                                    --------------------------------------------
                                            Chester L. Noblett, Jr., Chairman
                                            and Director


Dated:  December 10, 2003                   /s/ William Sarpalius
                                    --------------------------------------------
                                            William Sarpalius, Director


                                       6

<PAGE>


                                                 INDEX TO EXHIBITS

Exhibit Number      Description

5.                  Opinion regarding legality

23.1                Consent of Pritchett, Siler & Hardy, P.C.

23.2                Consent of Richardson & Patel LLP (included in Exhibit 5)

99.1                2003 Consultant Stock Plan


                                       7
[{"type": "S-8", "sequence": "1", "filename": "v01072_s-8.txt", "secsgml_size_bytes": 16167}]
{"company-data": {"conformed-name": "SKYFRAMES INC", "cik": "0001097900", "assigned-sic": "7389", "irs-number": "001748413", "state-of-incorporation": "UT", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-111666", "film-number": "031080409"}, "business-address": {"street1": "555 ANTON BOULEVARD", "street2": "SUITE 1200", "city": "COSTA MESA", "state": "CA", "zip": "92626", "phone": "9494892400"}, "mail-address": {"street1": "555 ANTON BOULEVARD", "street2": "SUITE 1200", "city": "COSTA MESA", "state": "CA", "zip": "92626"}, "former-company": {"former-conformed-name": "BASIC ENERGY INC", "date-changed": "19991027"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

================================================================================

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                                 SKYFRAMES, INC.
                          (formerly Basic Energy, Inc.)
             (Exact name of registrant as specified in its charter)

            Utah                                                00-001748413
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

       555 Anton Blvd., Suite 1200
         Costa Mesa, California                                         92626
         ----------------------                                         -----
(Address of principal executive offices)                              (Zip Code)

                           2003 Consultant Stock Plan
                           --------------------------
                            (Full title of the plan)

                                 James W. France
                           555 Anton Blvd., Suite 1200
                          Costa Mesa, California 92626

                     (Name and address of agent for service)

                                 (714) 957-1000
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
----------------------- --------------------- -------------------- --------------------- --------------------
                                               Proposed maximum      Proposed maximum
 Title of Securities        Amount to be      offering price per    aggregate offering        Amount of
   to be registered        registered(1)           share(2)              price(2)         registration fee
----------------------- --------------------- -------------------- --------------------- --------------------
Common Stock                 1,000,000               $0.10               $100,000               $8.09
----------------------- --------------------- -------------------- --------------------- --------------------
(1) Includes an indeterminate  number of additional shares that may be issued to
adjust the number of shares issued  pursuant to the stock plan described  herein
as the result of any future stock split, stock dividend or similar adjustment of
the registrant's outstanding common stock.

(2) Estimated  pursuant to Rule 457(h) solely for purposes of calculating amount
of registration  fee, based upon the average of the high and low prices reported
on December 30, 2003, as reported on the OTC Electronic Bulletin Board.

                                       1
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following  documents are hereby incorporated by reference into this
registration statement:

         (a) The Annual Report for the fiscal year ended June 30, 2003, filed by
the registrant with the Securities and Exchange Commission (the "Commission") on
Form 10KSB on November 26, 2003, which contains audited  consolidated  financial
statements for the most recent fiscal year for which such  statements  have been
filed.

         (b) The Quarterly Report for the quarter ended September 30, 2003 filed
on Form 10QSB by the registrant with the Commission on November 28, 2003.

         (c) The description of the registrant's common stock, which is included
in the registration  statement on Form 10-SB,  file no. 0-27849,  filed with the
Commission on October 27, 1999.

         (d) In addition,  all documents  subsequently  filed by the  registrant
pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Securities Exchange Act,
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  offered  have been sold or which  deregisters  all  securities  then
remaining  unsold,  shall be deemed to be  incorporated  by reference  into this
registration  statement  and to be a part hereof from the date of filing of such
documents.

Item 4.  Description of Securities.

         Not  applicable.  The class of  securities  to be offered is registered
under Section 12 of the Exchange Act.

Item 5.  Interests of Named Experts and Counsel.

         Richardson  & Patel LLP has given an  opinion  on the  validity  of the
securities  being  registered  hereunder.  Erick  Richardson  and Nimish  Patel,
partners of the law firm, are eligible to receive shares of the Company's common
stock pursuant to this Form S-8 registration statement.

Item 6.  Indemnification of Directors and Officers.

         The  statutes,   charter   provisions,   bylaws,   contracts  or  other
arrangements  under  which  controlling  persons,  directors  or officers of the
registrant are insured or indemnified in any manner against any liability  which

                                       2
they may incur in such capacity are as follows:

         (a)  Section   16-10a-901  et.  seq.  of  the  Utah  Revised   Business
Corporation Act provides that each corporation shall have the following powers:

     16-10a-902. Authority to indemnify directors.

         1.       Except as  provided  in  Subsection  (4),  a  corporation  may
                  indemnify an individual  made a party to a proceeding  because
                  he is or was a  director,  against  liability  incurred in the
                  proceeding if:

                  (a)      his conduct was in good faith; and

                  (b)      he  reasonably  believed  that his conduct was in, or
                           not opposed to, the corporation's best interests; and

                  (c)      in the  case of any  criminal  proceeding,  he had no
                           reasonable cause to believe his conduct was unlawful.

         2.       A director's conduct with respect to any employee benefit plan
                  for a purpose he  reasonably  believed to be in or not opposed
                  to the interest of the  participants in and  beneficiaries  of
                  the  plan  is  conduct  that  satisfies  the   requirement  of
                  Subsection (1)(b).

         3.       The   termination   of  a  proceeding   by  judgment,   order,
                  settlement,  conviction,  or upon a plea of nolo contendere or
                  its  equivalent  is not,  of  itself,  determinative  that the
                  director  did not meet the  standard of conduct  described  in
                  this section.

         4.       A corporation may not indemnify a director under this section:

                  (a)      in connection with a proceeding by or in the right of
                           the  corporation  in which the  director was adjudged
                           liable to the corporation; or

                  (b)      in connection with any other proceeding charging that
                           the director  derived an improper  personal  benefit,
                           whether  or not  involving  action  in  his  official
                           capacity,  in which proceeding he was adjudged liable
                           on the basis  that he derived  an  improper  personal
                           benefit.

         5.       Indemnification  permitted  under this  section in  connection
                  with a  proceeding  by or in the right of the  corporation  is

                                       3
limited to reasonable expenses incurred in connection with the
                  proceeding.

         Section 16-10a-903. Mandatory indemnification of directors.

                  Unless limited by its articles of incorporation, a corporation
                  shall indemnify a director who was  successful,  on the merits
                  or  otherwise,  in the  defense of any  proceeding,  or in the
                  defense of any claim,  issue, or matter in the proceeding,  to
                  which he was a party  because he is or was a  director  of the
                  corporation,  against  reasonable  expenses incurred by him in
                  connection  with the proceeding or claim with respect to which
                  he has been successful.

         Section   16-10a-907.    Indemnification   of   officers,    employees,
         fiduciaries, and agents.

                  Unless  a  corporation's  articles  of  incorporation  provide
         otherwise:

                  (1)      an  officer  of  the   corporation   is  entitled  to
                           mandatory  indemnification  under Section 16-10a-903,
                           and  is   entitled   to   apply   for   court-ordered
                           indemnification  under  Section 16- 10a-905,  in each
                           case to the same extent as a director.

                  (2)      the corporation may indemnify and advance expenses to
                           an  officer,  employee,  fiduciary,  or  agent of the
                           corporation to the same extent as to a directors; and

                  (3)      a corporation may also indemnify and advance expenses
                           to an officer,  employee,  fiduciary, or agent who is
                           not  a  director   to  a  greater   extent,   if  not
                           inconsistent with public policy,  and if provided for
                           by its articles of incorporation,  bylaws, general or
                           specific  action  of its  board of  directors,  or by
                           contract.

                  The Company's Articles of Incorporation limit liability of its
         Officers  and  Directors  to the  full  extent  permitted  by the  Utah
         Business Corporation Act.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission  such  indemnification  is against  public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable.

                                       4
Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         5.       Opinion regarding legality

         23.1     Consent of Pritchett, Siler & Hardy, P.C.

         23.2     Consent of Richardson & Patel LLP (included in Exhibit 5)

         99.1     2003 Consultant Stock Plan

Item 9.  Undertakings.

         (a) The undersigned  registrant  hereby  undertakes to file, during any
period in which  offers or sales are being made, a  post-effective  amendment to
this registration statement (1) to include any material information with respect
to the  plan  of  distribution  not  previously  disclosed  in the  registration
statement  or any  material  change  to  such  information  in the  registration
statement;  (2) that,  for the purpose of  determining  any liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide  offering  thereof;  and (3) to  remove  from  registration  by  means of a
post-effective  amendment any of the securities  being  registered  which remain
unsold at the termination of the offering.

         (b) The undersigned  registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of  1934  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses incurred or paid by a director,  officer,  or controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                       5
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Costa Mesa, California, on this 10th day of December,
2003.

                                    SKYFRAMES, INC.
                                    A Utah Corporation

                                             /s/ James W. France
                                    --------------------------------------------
                                    By:  James W. France
                                    Its:  President

         Pursuant to the  requirements  of the Securities Act of 1933, this Form
S-8  registration  statement  has been  signed by the  following  persons in the
capacities and on the dates indicated:

Dated:  December 10, 2003                   /s/ James W. France
                                    --------------------------------------------
                                            James W. France, CEO, President,
                                            CFO and Director

Dated:  December 10, 2003                   /s/ Chester L. Noblett
                                    --------------------------------------------
                                            Chester L. Noblett, Jr., Chairman
                                            and Director

Dated:  December 10, 2003                   /s/ William Sarpalius
                                    --------------------------------------------
                                            William Sarpalius, Director

                                       6
INDEX TO EXHIBITS

Exhibit Number      Description

5.                  Opinion regarding legality

23.1                Consent of Pritchett, Siler & Hardy, P.C.

23.2                Consent of Richardson & Patel LLP (included in Exhibit 5)

99.1                2003 Consultant Stock Plan

                                       7