SECURITIES AND EXCHANGE COMMISSION

                                             Washington, D.C. 20549


                                                    FORM 8-K

                                                 CURRENT REPORT

                                       Pursuant to Section 13 or 15(d) of
                                       the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported)              February 10, 2003
                                                             -----------------


                                               BASIC ENERGY, INC.
                         (Exact name of registrant as specified in its charter)


                                                      Utah
                                 (State or other jurisdiction of incorporation)


         0-27849                                                    00-1748413
(Commission File Number)                      (IRS Employer Identification No.)


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


Registrant's telephone number, including area code:              (949) 489-2400



<PAGE>



Item 5.       Other Events.

              By  Current  Report  on Form 8-K dated  January  28,  2003,  Basic
Energy, Inc. (the "Registrant")  reported its acquisition of Skyframes,  Inc., a
Texas  corporation   ("Skyframes")   pursuant  to  an  Exchange  Agreement  (the
"Agreement"), dated as of January 28, 2003.

              The purpose of this Form 8-K is to provide further  information on
the Registrant's business. Financial information on Skyframes and information on
the beneficial  ownership of the Registrant was included in the January 28, 2003
Form 8-K. A 1-for 100 reverse  stock split of our common stock is expected to be
effected on February 14, 2003.  We intend to change the name of the  Corporation
to "Skyframes, Inc." as soon as possible and have filed an information statement
with the Securities and Exchange Commission to effect the name change.

                                                PLAN OF OPERATION

              We have not received significant  revenues from operations.  Until
December 2002 we have been configuring equipment at the teleport and obtaining a
contract for satellite time with Clear Channel Satellite Services. We only began
solicitation  of customers in October  2002.  Diverse  Path  customers  will pay
approximately $500 per month. Since our fixed costs for rent, salary,  satellite
access and other costs are approximately $20,000 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 March 2003. 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
$400,000.

              Once we begin to  receive  revenues  we plan to hire one  customer
service representative and two administrative or clerical employees.

              Skyframes has an agreement with Clear Channel  Satellite  Services
dated October 2002 (no date given), under which agreement Clear Channel provides
transponder and satellite time on a pre-emptive basis. Clear Channel's satellite
coverage is North and South America. 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  times  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  of  $400,000  required
initially,  in which case we may face delays in acquiring 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.


                                                        2

<PAGE>



              Information  included  in this  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.  The
statements in "Risk Factors" and other statements and disclaimers in this report
constitute cautionary statements identifying important factors,  including risks
and uncertainties,  relating to the forward-looking  statements that could cause
actual results to 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 base.  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  $400,000  potentially  required  as set  forth  above,  will  be
dependent  on  obtaining an initial  contract,  and other risks  inherent in the
business as discussed under the caption "Risk Factors" may affect the outcome of
Management's plans.

                                                    BUSINESS

General

              Skyframes   will  use   satellite   technology   to  provide  data
transmission   services.   Our  primary   business   consists  of  diverse  path
connectivity  for government  and business.  Government and business have become
dependent on the internet and private intranet,  typically  accessed through the
terrestrial  telephone system. In the event of an outage in terrestrial services
due to natural disasters of equipment  malfunctions,  Skyframes Diverse Path can
provide a back up access to ensure  connectivity.  As of October 31, 2002 we had
no customers yet.

              The Diverse Path system  consists of three major  components:  the
satellite,  Skyframes  uplink  center in Riverside  County,  California  and the
remote site gateway which is installed at the customer's  location.  This remote
site  gateway  consists  of a  1.2  meter  send/receive  satellite  antennae,  a
specially  developed,  rack mountable  windows NT PC with a PCI satellite  modem
card, satellite modulator, transmitter power source network card and proprietary
software.  Each remote  site  gateway has a static  internet  protocol  address.
Uplink speeds of 128K and downlink speeds of 4 megabits per second are achieved.
The remote site gateway will be leased or purchased by each customer.  Customers
will pay a monthly standby fee and an additional hourly fee for actual usage.

              Skyframes has an agreement with Clear Channel  Satellite  Services
dated October 2002 (no date given), under which agreement Clear Channel provides
transponder and satellite time on a pre-emptive basis. Clear Channel's satellite
AMC-4  gives  coverage  of the  Americas.  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 times 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.

              Skyframes  also intends to market its systems for use as a primary
system,  either  in  remote  areas  where  telephone  service  is  expensive  or
unreliable,   or  to  users  who  wish  more  secure   (non-interceptable)  data
communications.


                                                        3

<PAGE>



              The Riverside County teleport includes routers and  communications
equipment  owned by Skyframes,  but the physical space for our equipment and the
uplink is leased from Intelsat.

Marketing and Employees

              Marketing is performed by the officers and  directors  only one of
which is full time. As of December 31, 2003, Skyframes had only a limited number
of customers.  We feel  confident,  based on  discussions we have with potential
customers,  that we will begin entering into service  contracts with  additional
customers  starting in February  2003.  However,  it could take  several  months
before we have enough customers to cover our fixed costs. We have no clerical or
administrative employees other than the officers and directors, but we intend to
hire two clerical and  administrative  employees and a customer service employee
when we have revenues.

Technology

              Our  technology  consists  of  specific  hardware   configurations
designed  by us as  well as off the  shelf  and  custom  software.  We have  the
copyright on the custom software.  Our technology  enables  connection time of 4
megabits  per second,  which is four times faster than ISDN.  In  addition,  our
technology  enables a  broadband  connection  wherever  there is an  alternating
current  power  source,  making it ideal for remote  locations or as a backup to
fibre optic or copper telephone lines.

Communications Satellites and Future Expansion

              Understanding  all the  uses of  satellite  is  important  because
Skyframes  can  expand  its  business  into  other  areas  served  by  satellite
transmissions, such as private television networks or secure data links.

              Communications  satellites  constitute an  attractive  solution in
telecommunications as they allow for immediate access to information  resources,
both  regionally  and globally.  Satellite  communications  are  currently  used
predominantly   for  digital  circuits  for  data   communications,   television
transmission,  and for those  areas  with high  traffic  or where  line-of-sight
microwave is impractical.  Current  applications  include voice, audio and video
entertainment (including  direct-to-home (DTH) TV and digital audio broadcasting
services (DAB)), image (facsimile),  video teleconferencing,  interactive video,
e-mail, and global Internet.  Satellite communication systems avoid the need for
terrestrial infrastructure,  and shorten the time of establishing communications
in rural areas.  Satellite  systems have  important  features  that fiber optics
lacks:  mobility  (mobile  users  cannot  be  connected  to  the  fiber  network
directly),  flexibility  (once a  terrestrial  infrastructure  is  built,  it is
extremely  expensive to restructure it), and rural and remote connections (it is
still not  cost-effective to deploy  high-capacity  fiber networks in areas with
low-density traffic and difficult topography).  Geostationary satellites compete
with  expanding   terrestrial  and  fiber-optic   networks  for   point-to-point
transmission  of  domestic,   regional,   and  international   telecommunication
services. Two most dynamic sectors include broadcasting direct-to-home (DTH) and
mobile satellite communications.  Market for domestic direct broadcast satellite
TV, or high-powered,  multi-channel  satellite television beamed directly to the
home,  is  expected  to increase  in the near  future.  Also,  non-geostationary
satellites  in low- and  medium-earth  orbits (LEO or MEO) will be  increasingly
used to provide personal, portable and mobile telephony.

Regulation

              Our  activities  require a license from the Federal  Communication
Commission,  but we are currently operating under the license of the teleport in
Riverside  County.  We have  applied  for a license  under our own name,  and we
expect to receive it early in 2003.

Facilities

              We lease approximately 700 square feet of office space in San Juan
Capistrano,  California for $600 per month.  We also have rented 928 square feet
in Oceanside,  California for our  engineering  and customer  service center for
$1,142 per  month,  increasing  after one year to $1,189  per  month.  The lease
expires in September 2004

                                                        4

<PAGE>



and is guaranteed by an officer.  Our uplink center is located at a teleport
 in Riverside County, California, and is
leased from Intelsat.  The condition of all our facilities is good.

Competition

              We compete in the business  segment of internet  broadband.  There
are many competitors in this marketplace but no one competitor has a significant
share of the market.  Skyframe's diverse path services will compete on the basis
of lower cost (less than $500 per month) than  existing  competitors  as well as
our technology embodied in software and hardware configurations. We believe this
technology significantly improves performance. Our service for remote areas will
compete on the same basis, but we have not yet established a price list for this
service.

Legal Proceedings

              Skyframes is not a party to any pending legal proceeding.

                                                  RISK FACTORS

              The shares are a speculative investment and very risky. You should
especially consider the following risk factors.

We Have No Significant Revenues or Customers Yet and Need Cash to Continue our
 Business.

              Skyframes's  activities  have been limited to obtaining a contract
for satellite and  transponder  time and  configuring  equipment at the teleport
provided  by the  satellite  operator.  We have  not  received  any  significant
revenues or income  since  inception  and we don't know if at all,  when we will
receive significant  revenues.  There can be no assurance that Skyframes will be
able to market  its  services,  achieve a  significant  level of sales or attain
profitability.  Skyframes  is in need of  approximately  $400,000  in funding to
carry out its business plan for the next 12 months for marketing costs,  working
capital, and general and administrative expenses. The terms of any offering have
not been determined.  As a result of the significant  operating expenses related
to  start  up  operations,  operating  results  will be  adversely  affected  if
significant  sales do not materialize,  whether due to competition or otherwise.
Skyframes may never be able to obtain required funding, nor that it will be able
to find  customers  or ever become  profitable.  Skyframes  may never be able to
implement its business plan in  accordance  with its internal  forecasts or to a
level that meets the expectations of investors.

We depend on satellite transmission.  Satellite failure could have a substantial
negative effect on our business operations.

              We  initially  will use a single  satellite  to provide  satellite
Internet/Intranet services. There is risk associated with this dependence. There
are two types of possible failures to the satellite: a failure of the individual
transponder  that is used and a failure of the entire  satellite.  If there is a
failure of a transponder,  the satellite operator is contractually  obligated to
move us to another  transponder.  This would  create a minimum  interruption  to
customers,  likely less than 24 hours. If the satellite itself completely fails,
we will  have to move our  services  to  another  satellite.  Our  transmissions
conform  to  industry  standards  so  there  are  several  possible  alternative
satellites.  Our current  satellite  provider  engages in  quarterly  reviews of
available  like-satellite  space  and is ready  to  contract  for that  space if
needed.  If the  entire  satellite  were to fail,  a one to five day  outage  of
services  might  occur  depending  on  the  availability  of  other  satellites.
Additionally, a repointing of the receiving dishes on the ground would likely be
required.  The  repointing of the  receiving  dishes on the ground would cost us
approximately  $300 per customer.  In the event of any service disruption due to
satellite  failure,  our customers would be credited for the dollar value of the
amount of time they are without the  satellite  Internet  service.  Such credits
could be up to $200.00 per day per  customer  depending  on the level of service
subscribed.  In the event of a  satellite  failure,  we could also be subject to
loss-of-business  claims,  due to the  reliance  by  business  customers  on the
satellite Internet services we provide.

                                                        5

<PAGE>



A sustained  disruption in satellite  service could  materially  and  negatively
impact the value of our business and could force us to discontinue operations.

We have no assurance of market  acceptance of our products and  services.  If we
are unable to raise market  awareness of our products and services,  we will not
be able to  obtain  many  customers  which  would  diminish  the  value  of your
investment.

              We are at an early stage of  development  and our earnings  depend
primarily upon market  acceptance of our products and services.  There can be no
assurance that our development efforts will progress further with respect to any
potential new services or that they will be successfully completed. In addition,
there can be no assurance that our potential new services will achieve  customer
acceptance.

              There can be no assurance  that our services will be  successfully
marketed.  In addition to our own direct  sales force,  we will use  value-added
resellers and distributors to market our satellite products and services.  There
is no assurance  that any  distributor  or other  reseller will be successful in
marketing our products.

You should not rely on our forward-looking statements.

              This report contains forward-looking statements that involve risks
and  uncertainties.  Discussions  containing  forward-looking  statements may be
found  in  the  material  set  forth  under   "Prospectus   summary,"  "Plan  of
Operations,"  and  "Business,"  as well as  within  this  report  generally.  In
addition,  when  used in  this  prospectus,  the  words  "believes,"  "intends,"
"plans,"  "anticipates,"  "expects,"  and similar  expressions  are  intended to
identify forward-looking statements. Forward-looking statements are subject to a
number of risks and  uncertainties.  Actual results could differ materially from
those  described  in the  forward-looking  statements  as a  result  of the risk
factors set forth and the information  provided in this report generally.  We do
not intend to update any forward-looking statements.

Our Auditors have Rendered a Going Concern Emphasis Opinion on our Financial
Statements.

              Our auditors have expressed  concern as to our ability to continue
as a going concern.  If our business is ultimately  unsuccessful,  the assets on
our balance sheet could be worth  significantly  less than their  carrying value
and the amount available for  distribution to stockholders on liquidation  would
likely be insignificant.

Penny Stock rules could make it hard to resell your shares.

              Skyframes's  common  stock does not meet the listing  requirements
for any trading market other than the OTC Bulletin Board or the pink sheets.  We
expect to file for listing on the OTC Bulletin Board, but the OTC Bulletin Board
may  not  approve  our  listing.  Consequently,  the  liquidity  of  Skyframes's
securities  could be impaired,  not only in the number of securities which could
be bought  and sold,  but also  through  delays in the  timing of  transactions,
reduction in security analysts' and the news media's coverage of Skyframes,  and
lower prices for Skyframes's securities than might otherwise be attained.

                                                   MANAGEMENT

Directors and Executive Officers

              The member of the Board of Directors of Skyframes  serve until the
next annual meeting of stockholders,  or until his successors have been elected.
The officers serve at the pleasure of the Board of Directors.  The following are
the directors, executive officers and significant employee of Skyframes.

Chester L. Noblett, Jr.    56                Chairman
James France               55                Chief Executive and Financial
                                             Officer, Secretary and Director

                                                        6

<PAGE>


Gilbert J. Fin             47                General Manager

              Chester L. Noblett, Jr. has been Chairman since Janaury 2003.
 Since June 2002 has been employed
by Accu-Poll.  He was chief operating officer of eSat, Inc. from June 1997
 until December 1999, and became
Chairman in April 1999, Director in June 1997 and CFO in September 2000.  He r
esigned from all of this positions
at eSat in January, 2002.  From 1990 to 1996, Mr. Noblett was employed as the
chief executive officer for Tradom
International, a subsidiary of Asahi Shouian, Inc., an international
food brokerage company. From 1975 to 1990,
he was chief executive officer of C. Noblett & Associates, a food brokerage
company. Mr. Noblett is also president
and a director of Cyber Village Network, a computer software company. Mr.
 Noblett received a B.S. degree in
Business Administration from the University of Southern California in 1971.

              James  France has been  President,  Chief  Financial  Officer  and
Secretary of the Company  since  February 1, 2003.  He has been CEO and managing
partner of FIIC R&D since  August  2000.  FIIC R&D  integrates  its  statistical
research for the insurance  industry  into a web-based  retrieval  system.  From
October 1999 to April 2000 he was  President  and Director of ixposure,  Inc. In
June 1998 Mr.  France was  recruited as acting CEO and  Director to  restructure
Fastlane  Footwear,  Inc., engaged in manufacturing of licensed NASCAR products,
and held that  position in May 1999.  Under his guidance  Fastlane  restructured
Fastlane's   financial   obligations   and  recovered  $1.2  million   allegedly
missappropriated  by prior  management.  Fastlane  filed  for  protection  under
Chapter  11 of the  Federal  Bankruptcy  Code 18 months  after Mr.  France  left
Fastlane.  From 1996 to June 1999 her was Managing  Partner of CVG, LLC, engaged
in  consulting  for bank  financing,  bridge  funding,  licensing,  mergers  and
acqusitions  and  workouts.  From  1987  to 1996 he was  President  of  Scriptel
Holding,  Inc.,  engaged  in  manufacturing  of flat  panel  displays  and other
electronics.  He was Cheif Financial  Officer of Arrow Molded Plastics from 1985
to 1987, and founder and President of General Advertising,  Inc., an advertising
agency in Colombus Ohio.



Significant Employee

              Gilbert J. Fin, 45, has been General  Manager since August 2002 of
the operating subsidiary.  From January 2002 to February 2002 he was employed by
eSat as a  Network  System  Engineer.  From  1988 to  1999 he was  President  of
Crismar,  Inc.,  engaged in  exporting  WANG Lab  remanufactured  mainframe  and
telecommunications  equipment. During that time period he also consulted on WANG
technology  and  migration  to  other  system  architectures.  Mr.  Fin  has the
equivalent  of  a  Master's   Degree  in  computer   science   specializing   in
telecommunications, completed in South Africa.



                                                        7

<PAGE>



Executive Compensation

              The  following   table  sets  forth  the  cash   compensation   of
Skyframes's  executive  officers  and  directors  during  each of the last three
fiscal years. The remuneration  described in the table does not include the cost
to Skyframes of benefits which may be furnished to the named executive officers,
including  premiums for health  insurance  and other  benefits  provided to such
individual  that are  extended in  connection  with the  conduct of  Skyframes's
business.  The value of such benefits  cannot be precisely  determined,  but the
executive  officers named below did not receive such other  compensation  in the
years set forth below.

              Mr. France has an employment  agreement effective February 1, 2003
providing for a salary of $60,000 per year, increasing to $120,000 per year upon
completion of a second round of financing of no less than $500,000.  Mr. Noblett
does not devote any  significant  time to Skyframes,  but commencing  January 1,
2002 we are accruing $6,000 per month for his salary. Commencing January 1, 2002
we are accruing $6,550 per month for Mr. Fin's salary.
<TABLE>
<CAPTION>

                                           Summary Compensation Table


                       ANNUAL COMPENSATION                                        LONG TERM COMPENSATION

                  -
                                         -
                                                   -
                                                                -
                                                                            -
                                                                                              -
                                                                                                      -
                                                                                                               -
                                                                                                                             -
                                                                                                                                 -


    Name and                                                   Other Annual          Awards     Payouts         All
    Principal Position      Year     Salary         Bonus      Compensation                                 Other
                                                                              Restricted         Options/ LTIP
                                                                              Stock ($) SARs(#)Payouts ($)



<S>                        <C>           <C>         <C>           <C>            <C>      <C>         <C>      <C>
 James France              2001          $0          0             0              0        0           0        0
 President                 2000           0          0             0              0        0           0
                           1999           0          0             0              0        0           0        0


 Chester L. Noblett, Jr.   2001          $0          0             0              0        0           0        0
 Chairman                  2000           0          0             0              0        0           0
                           1999           0          0             0              0        0           0        0


</TABLE>


Equity Compensation Plans

         As of December 31, 2002, no securities of Skyframes were eligible to be
issued under equity compensation plans.


                                                        8

<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.

Dated:  February 11, 2003                              BASIC ENERGY, INC.



                                              By: /s/ Chester L. Noblett, Jr.
                                                       Chester L. Noblett, Jr.
                                                       Chairman


                                                        9

<PAGE>
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SECURITIES AND EXCHANGE COMMISSION

                                             Washington, D.C. 20549

                                                    FORM 8-K

                                                 CURRENT REPORT

                                       Pursuant to Section 13 or 15(d) of
                                       the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)              February 10, 2003
                                                             -----------------

                                               BASIC ENERGY, INC.
                         (Exact name of registrant as specified in its charter)

                                                      Utah
                                 (State or other jurisdiction of incorporation)

         0-27849                                                    00-1748413
(Commission File Number)                      (IRS Employer Identification No.)

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

Registrant's telephone number, including area code:              (949) 489-2400
Item 5.       Other Events.

              By  Current  Report  on Form 8-K dated  January  28,  2003,  Basic
Energy, Inc. (the "Registrant")  reported its acquisition of Skyframes,  Inc., a
Texas  corporation   ("Skyframes")   pursuant  to  an  Exchange  Agreement  (the
"Agreement"), dated as of January 28, 2003.

              The purpose of this Form 8-K is to provide further  information on
the Registrant's business. Financial information on Skyframes and information on
the beneficial  ownership of the Registrant was included in the January 28, 2003
Form 8-K. A 1-for 100 reverse  stock split of our common stock is expected to be
effected on February 14, 2003.  We intend to change the name of the  Corporation
to "Skyframes, Inc." as soon as possible and have filed an information statement
with the Securities and Exchange Commission to effect the name change.

                                                PLAN OF OPERATION

              We have not received significant  revenues from operations.  Until
December 2002 we have been configuring equipment at the teleport and obtaining a
contract for satellite time with Clear Channel Satellite Services. We only began
solicitation  of customers in October  2002.  Diverse  Path  customers  will pay
approximately $500 per month. Since our fixed costs for rent, salary,  satellite
access and other costs are approximately $20,000 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 March 2003. 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
$400,000.

              Once we begin to  receive  revenues  we plan to hire one  customer
service representative and two administrative or clerical employees.

              Skyframes has an agreement with Clear Channel  Satellite  Services
dated October 2002 (no date given), under which agreement Clear Channel provides
transponder and satellite time on a pre-emptive basis. Clear Channel's satellite
coverage is North and South America. 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  times  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  of  $400,000  required
initially,  in which case we may face delays in acquiring 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.

                                                        2
Information  included  in this  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.  The
statements in "Risk Factors" and other statements and disclaimers in this report
constitute cautionary statements identifying important factors,  including risks
and uncertainties,  relating to the forward-looking  statements that could cause
actual results to 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 base.  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  $400,000  potentially  required  as set  forth  above,  will  be
dependent  on  obtaining an initial  contract,  and other risks  inherent in the
business as discussed under the caption "Risk Factors" may affect the outcome of
Management's plans.

                                                    BUSINESS

General

              Skyframes   will  use   satellite   technology   to  provide  data
transmission   services.   Our  primary   business   consists  of  diverse  path
connectivity  for government  and business.  Government and business have become
dependent on the internet and private intranet,  typically  accessed through the
terrestrial  telephone system. In the event of an outage in terrestrial services
due to natural disasters of equipment  malfunctions,  Skyframes Diverse Path can
provide a back up access to ensure  connectivity.  As of October 31, 2002 we had
no customers yet.

              The Diverse Path system  consists of three major  components:  the
satellite,  Skyframes  uplink  center in Riverside  County,  California  and the
remote site gateway which is installed at the customer's  location.  This remote
site  gateway  consists  of a  1.2  meter  send/receive  satellite  antennae,  a
specially  developed,  rack mountable  windows NT PC with a PCI satellite  modem
card, satellite modulator, transmitter power source network card and proprietary
software.  Each remote  site  gateway has a static  internet  protocol  address.
Uplink speeds of 128K and downlink speeds of 4 megabits per second are achieved.
The remote site gateway will be leased or purchased by each customer.  Customers
will pay a monthly standby fee and an additional hourly fee for actual usage.

              Skyframes has an agreement with Clear Channel  Satellite  Services
dated October 2002 (no date given), under which agreement Clear Channel provides
transponder and satellite time on a pre-emptive basis. Clear Channel's satellite
AMC-4  gives  coverage  of the  Americas.  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 times 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.

              Skyframes  also intends to market its systems for use as a primary
system,  either  in  remote  areas  where  telephone  service  is  expensive  or
unreliable,   or  to  users  who  wish  more  secure   (non-interceptable)  data
communications.

                                                        3
The Riverside County teleport includes routers and  communications
equipment  owned by Skyframes,  but the physical space for our equipment and the
uplink is leased from Intelsat.

Marketing and Employees

              Marketing is performed by the officers and  directors  only one of
which is full time. As of December 31, 2003, Skyframes had only a limited number
of customers.  We feel  confident,  based on  discussions we have with potential
customers,  that we will begin entering into service  contracts with  additional
customers  starting in February  2003.  However,  it could take  several  months
before we have enough customers to cover our fixed costs. We have no clerical or
administrative employees other than the officers and directors, but we intend to
hire two clerical and  administrative  employees and a customer service employee
when we have revenues.

Technology

              Our  technology  consists  of  specific  hardware   configurations
designed  by us as  well as off the  shelf  and  custom  software.  We have  the
copyright on the custom software.  Our technology  enables  connection time of 4
megabits  per second,  which is four times faster than ISDN.  In  addition,  our
technology  enables a  broadband  connection  wherever  there is an  alternating
current  power  source,  making it ideal for remote  locations or as a backup to
fibre optic or copper telephone lines.

Communications Satellites and Future Expansion

              Understanding  all the  uses of  satellite  is  important  because
Skyframes  can  expand  its  business  into  other  areas  served  by  satellite
transmissions, such as private television networks or secure data links.

              Communications  satellites  constitute an  attractive  solution in
telecommunications as they allow for immediate access to information  resources,
both  regionally  and globally.  Satellite  communications  are  currently  used
predominantly   for  digital  circuits  for  data   communications,   television
transmission,  and for those  areas  with high  traffic  or where  line-of-sight
microwave is impractical.  Current  applications  include voice, audio and video
entertainment (including  direct-to-home (DTH) TV and digital audio broadcasting
services (DAB)), image (facsimile),  video teleconferencing,  interactive video,
e-mail, and global Internet.  Satellite communication systems avoid the need for
terrestrial infrastructure,  and shorten the time of establishing communications
in rural areas.  Satellite  systems have  important  features  that fiber optics
lacks:  mobility  (mobile  users  cannot  be  connected  to  the  fiber  network
directly),  flexibility  (once a  terrestrial  infrastructure  is  built,  it is
extremely  expensive to restructure it), and rural and remote connections (it is
still not  cost-effective to deploy  high-capacity  fiber networks in areas with
low-density traffic and difficult topography).  Geostationary satellites compete
with  expanding   terrestrial  and  fiber-optic   networks  for   point-to-point
transmission  of  domestic,   regional,   and  international   telecommunication
services. Two most dynamic sectors include broadcasting direct-to-home (DTH) and
mobile satellite communications.  Market for domestic direct broadcast satellite
TV, or high-powered,  multi-channel  satellite television beamed directly to the
home,  is  expected  to increase  in the near  future.  Also,  non-geostationary
satellites  in low- and  medium-earth  orbits (LEO or MEO) will be  increasingly
used to provide personal, portable and mobile telephony.

Regulation

              Our  activities  require a license from the Federal  Communication
Commission,  but we are currently operating under the license of the teleport in
Riverside  County.  We have  applied  for a license  under our own name,  and we
expect to receive it early in 2003.

Facilities

              We lease approximately 700 square feet of office space in San Juan
Capistrano,  California for $600 per month.  We also have rented 928 square feet
in Oceanside,  California for our  engineering  and customer  service center for
$1,142 per  month,  increasing  after one year to $1,189  per  month.  The lease
expires in September 2004

                                                        4
and is guaranteed by an officer.  Our uplink center is located at a teleport
 in Riverside County, California, and is
leased from Intelsat.  The condition of all our facilities is good.

Competition

              We compete in the business  segment of internet  broadband.  There
are many competitors in this marketplace but no one competitor has a significant
share of the market.  Skyframe's diverse path services will compete on the basis
of lower cost (less than $500 per month) than  existing  competitors  as well as
our technology embodied in software and hardware configurations. We believe this
technology significantly improves performance. Our service for remote areas will
compete on the same basis, but we have not yet established a price list for this
service.

Legal Proceedings

              Skyframes is not a party to any pending legal proceeding.

                                                  RISK FACTORS

              The shares are a speculative investment and very risky. You should
especially consider the following risk factors.

We Have No Significant Revenues or Customers Yet and Need Cash to Continue our
 Business.

              Skyframes's  activities  have been limited to obtaining a contract
for satellite and  transponder  time and  configuring  equipment at the teleport
provided  by the  satellite  operator.  We have  not  received  any  significant
revenues or income  since  inception  and we don't know if at all,  when we will
receive significant  revenues.  There can be no assurance that Skyframes will be
able to market  its  services,  achieve a  significant  level of sales or attain
profitability.  Skyframes  is in need of  approximately  $400,000  in funding to
carry out its business plan for the next 12 months for marketing costs,  working
capital, and general and administrative expenses. The terms of any offering have
not been determined.  As a result of the significant  operating expenses related
to  start  up  operations,  operating  results  will be  adversely  affected  if
significant  sales do not materialize,  whether due to competition or otherwise.
Skyframes may never be able to obtain required funding, nor that it will be able
to find  customers  or ever become  profitable.  Skyframes  may never be able to
implement its business plan in  accordance  with its internal  forecasts or to a
level that meets the expectations of investors.

We depend on satellite transmission.  Satellite failure could have a substantial
negative effect on our business operations.

              We  initially  will use a single  satellite  to provide  satellite
Internet/Intranet services. There is risk associated with this dependence. There
are two types of possible failures to the satellite: a failure of the individual
transponder  that is used and a failure of the entire  satellite.  If there is a
failure of a transponder,  the satellite operator is contractually  obligated to
move us to another  transponder.  This would  create a minimum  interruption  to
customers,  likely less than 24 hours. If the satellite itself completely fails,
we will  have to move our  services  to  another  satellite.  Our  transmissions
conform  to  industry  standards  so  there  are  several  possible  alternative
satellites.  Our current  satellite  provider  engages in  quarterly  reviews of
available  like-satellite  space  and is ready  to  contract  for that  space if
needed.  If the  entire  satellite  were to fail,  a one to five day  outage  of
services  might  occur  depending  on  the  availability  of  other  satellites.
Additionally, a repointing of the receiving dishes on the ground would likely be
required.  The  repointing of the  receiving  dishes on the ground would cost us
approximately  $300 per customer.  In the event of any service disruption due to
satellite  failure,  our customers would be credited for the dollar value of the
amount of time they are without the  satellite  Internet  service.  Such credits
could be up to $200.00 per day per  customer  depending  on the level of service
subscribed.  In the event of a  satellite  failure,  we could also be subject to
loss-of-business  claims,  due to the  reliance  by  business  customers  on the
satellite Internet services we provide.

                                                        5
A sustained  disruption in satellite  service could  materially  and  negatively
impact the value of our business and could force us to discontinue operations.

We have no assurance of market  acceptance of our products and  services.  If we
are unable to raise market  awareness of our products and services,  we will not
be able to  obtain  many  customers  which  would  diminish  the  value  of your
investment.

              We are at an early stage of  development  and our earnings  depend
primarily upon market  acceptance of our products and services.  There can be no
assurance that our development efforts will progress further with respect to any
potential new services or that they will be successfully completed. In addition,
there can be no assurance that our potential new services will achieve  customer
acceptance.

              There can be no assurance  that our services will be  successfully
marketed.  In addition to our own direct  sales force,  we will use  value-added
resellers and distributors to market our satellite products and services.  There
is no assurance  that any  distributor  or other  reseller will be successful in
marketing our products.

You should not rely on our forward-looking statements.

              This report contains forward-looking statements that involve risks
and  uncertainties.  Discussions  containing  forward-looking  statements may be
found  in  the  material  set  forth  under   "Prospectus   summary,"  "Plan  of
Operations,"  and  "Business,"  as well as  within  this  report  generally.  In
addition,  when  used in  this  prospectus,  the  words  "believes,"  "intends,"
"plans,"  "anticipates,"  "expects,"  and similar  expressions  are  intended to
identify forward-looking statements. Forward-looking statements are subject to a
number of risks and  uncertainties.  Actual results could differ materially from
those  described  in the  forward-looking  statements  as a  result  of the risk
factors set forth and the information  provided in this report generally.  We do
not intend to update any forward-looking statements.

Our Auditors have Rendered a Going Concern Emphasis Opinion on our Financial
Statements.

              Our auditors have expressed  concern as to our ability to continue
as a going concern.  If our business is ultimately  unsuccessful,  the assets on
our balance sheet could be worth  significantly  less than their  carrying value
and the amount available for  distribution to stockholders on liquidation  would
likely be insignificant.

Penny Stock rules could make it hard to resell your shares.

              Skyframes's  common  stock does not meet the listing  requirements
for any trading market other than the OTC Bulletin Board or the pink sheets.  We
expect to file for listing on the OTC Bulletin Board, but the OTC Bulletin Board
may  not  approve  our  listing.  Consequently,  the  liquidity  of  Skyframes's
securities  could be impaired,  not only in the number of securities which could
be bought  and sold,  but also  through  delays in the  timing of  transactions,
reduction in security analysts' and the news media's coverage of Skyframes,  and
lower prices for Skyframes's securities than might otherwise be attained.

                                                   MANAGEMENT

Directors and Executive Officers

              The member of the Board of Directors of Skyframes  serve until the
next annual meeting of stockholders,  or until his successors have been elected.
The officers serve at the pleasure of the Board of Directors.  The following are
the directors, executive officers and significant employee of Skyframes.

Chester L. Noblett, Jr.    56                Chairman
James France               55                Chief Executive and Financial
                                             Officer, Secretary and Director

                                                        6
Gilbert J. Fin             47                General Manager

              Chester L. Noblett, Jr. has been Chairman since Janaury 2003.
 Since June 2002 has been employed
by Accu-Poll.  He was chief operating officer of eSat, Inc. from June 1997
 until December 1999, and became
Chairman in April 1999, Director in June 1997 and CFO in September 2000.  He r
esigned from all of this positions
at eSat in January, 2002.  From 1990 to 1996, Mr. Noblett was employed as the
chief executive officer for Tradom
International, a subsidiary of Asahi Shouian, Inc., an international
food brokerage company. From 1975 to 1990,
he was chief executive officer of C. Noblett & Associates, a food brokerage
company. Mr. Noblett is also president
and a director of Cyber Village Network, a computer software company. Mr.
 Noblett received a B.S. degree in
Business Administration from the University of Southern California in 1971.

              James  France has been  President,  Chief  Financial  Officer  and
Secretary of the Company  since  February 1, 2003.  He has been CEO and managing
partner of FIIC R&D since  August  2000.  FIIC R&D  integrates  its  statistical
research for the insurance  industry  into a web-based  retrieval  system.  From
October 1999 to April 2000 he was  President  and Director of ixposure,  Inc. In
June 1998 Mr.  France was  recruited as acting CEO and  Director to  restructure
Fastlane  Footwear,  Inc., engaged in manufacturing of licensed NASCAR products,
and held that  position in May 1999.  Under his guidance  Fastlane  restructured
Fastlane's   financial   obligations   and  recovered  $1.2  million   allegedly
missappropriated  by prior  management.  Fastlane  filed  for  protection  under
Chapter  11 of the  Federal  Bankruptcy  Code 18 months  after Mr.  France  left
Fastlane.  From 1996 to June 1999 her was Managing  Partner of CVG, LLC, engaged
in  consulting  for bank  financing,  bridge  funding,  licensing,  mergers  and
acqusitions  and  workouts.  From  1987  to 1996 he was  President  of  Scriptel
Holding,  Inc.,  engaged  in  manufacturing  of flat  panel  displays  and other
electronics.  He was Cheif Financial  Officer of Arrow Molded Plastics from 1985
to 1987, and founder and President of General Advertising,  Inc., an advertising
agency in Colombus Ohio.

Significant Employee

              Gilbert J. Fin, 45, has been General  Manager since August 2002 of
the operating subsidiary.  From January 2002 to February 2002 he was employed by
eSat as a  Network  System  Engineer.  From  1988 to  1999 he was  President  of
Crismar,  Inc.,  engaged in  exporting  WANG Lab  remanufactured  mainframe  and
telecommunications  equipment. During that time period he also consulted on WANG
technology  and  migration  to  other  system  architectures.  Mr.  Fin  has the
equivalent  of  a  Master's   Degree  in  computer   science   specializing   in
telecommunications, completed in South Africa.

                                                        7
Executive Compensation

              The  following   table  sets  forth  the  cash   compensation   of
Skyframes's  executive  officers  and  directors  during  each of the last three
fiscal years. The remuneration  described in the table does not include the cost
to Skyframes of benefits which may be furnished to the named executive officers,
including  premiums for health  insurance  and other  benefits  provided to such
individual  that are  extended in  connection  with the  conduct of  Skyframes's
business.  The value of such benefits  cannot be precisely  determined,  but the
executive  officers named below did not receive such other  compensation  in the
years set forth below.

              Mr. France has an employment  agreement effective February 1, 2003
providing for a salary of $60,000 per year, increasing to $120,000 per year upon
completion of a second round of financing of no less than $500,000.  Mr. Noblett
does not devote any  significant  time to Skyframes,  but commencing  January 1,
2002 we are accruing $6,000 per month for his salary. Commencing January 1, 2002
we are accruing $6,550 per month for Mr. Fin's salary.
Summary Compensation Table

                       ANNUAL COMPENSATION                                        LONG TERM COMPENSATION

                  -
                                         -
                                                   -
                                                                -
                                                                            -
                                                                                              -
                                                                                                      -
                                                                                                               -
                                                                                                                             -
                                                                                                                                 -

    Name and                                                   Other Annual          Awards     Payouts         All
    Principal Position      Year     Salary         Bonus      Compensation                                 Other
                                                                              Restricted         Options/ LTIP
                                                                              Stock ($) SARs(#)Payouts ($)
James France              2001          $0          0             0              0        0           0        0
 President                 2000           0          0             0              0        0           0
                           1999           0          0             0              0        0           0        0

 Chester L. Noblett, Jr.   2001          $0          0             0              0        0           0        0
 Chairman                  2000           0          0             0              0        0           0
                           1999           0          0             0              0        0           0        0
Equity Compensation Plans

         As of December 31, 2002, no securities of Skyframes were eligible to be
issued under equity compensation plans.

                                                        8
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.

Dated:  February 11, 2003                              BASIC ENERGY, INC.

                                              By: /s/ Chester L. Noblett, Jr.
                                                       Chester L. Noblett, Jr.
                                                       Chairman

                                                        9