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)  May 12, 2003


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


                                      Utah
                 (State or other jurisdiction of incorporation)


         0-27849                                                  00-001748413
(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:  (714) 850-1100
         CIK Number 0001097900



<PAGE>



Item 4.       Change in Accountants.

          The  Registrant's  former  independent  accountants  Bierwolf Nilson &
Associates,  ("BNA") were  dismissed  on May 12, 2003.  The report by BNA on the
financial  statements of the Registrant dated July 29, 2002,  including  balance
sheets as of June 30, 2002 and 2000 and the statements of operations, cash flows
and statement of stockholders' equity for the years ended June 30, 2002 and 2001
and the  period  inception  (June 4, 1926) to June 30,  2002 did not  contain an
adverse  opinion or a disclaimer of opinion,  or was qualified or modified as to
uncertainty,  audit scope or accounting principles. During the period covered by
the  financial  statements  through  the  date  of  resignation  of  the  former
accountant, there were no disagreements with the former accountant on any matter
of accounting  principles  or  practices,  financial  statement  disclosure,  or
auditing scope or procedure.  On May 12, 2003 the Registrant  engaged Pritchett,
Siler & Hardy, P.C. as its new independent accountants.  Prior to the engagement
of  Pritchett,  Siler  &  Hardy,  P.C.,  the  Registrant  did not  consult  with
Pritchett,  Siler & Hardy, P.C., on the application of accounting  principles to
any specific transaction nor the type of audit opinion that might be rendered on
the Registrant's  financial  statements.  BNA was provided by the disclosure set
forth above and provided the Registrant  with a letter to the effect that it did
not disagree with the above statements as far as they related to Thurman,  Shaw.
A copy of Thurman Shaw's letter is filed as an exhibit to this Current Report.


          (c)     Exhibits

          16.1    Letter from BNA filed herewith.

                                   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:  May 14, 2003                                   SKYFRAMES, INC.



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


                                                        2

<PAGE>
[{"type": "8-K", "sequence": "1", "filename": "aud512.txt", "description": "8K", "secsgml_size_bytes": 3374}]
{"company-data": {"conformed-name": "BASIC ENERGY INC", "cik": "0001097900", "assigned-sic": "7389", "irs-number": "001748413", "state-of-incorporation": "UT", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-27849", "film-number": "03703637"}, "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"}}
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)  May 12, 2003

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

                                      Utah
                 (State or other jurisdiction of incorporation)

         0-27849                                                  00-001748413
(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:  (714) 850-1100
         CIK Number 0001097900
Item 4.       Change in Accountants.

          The  Registrant's  former  independent  accountants  Bierwolf Nilson &
Associates,  ("BNA") were  dismissed  on May 12, 2003.  The report by BNA on the
financial  statements of the Registrant dated July 29, 2002,  including  balance
sheets as of June 30, 2002 and 2000 and the statements of operations, cash flows
and statement of stockholders' equity for the years ended June 30, 2002 and 2001
and the  period  inception  (June 4, 1926) to June 30,  2002 did not  contain an
adverse  opinion or a disclaimer of opinion,  or was qualified or modified as to
uncertainty,  audit scope or accounting principles. During the period covered by
the  financial  statements  through  the  date  of  resignation  of  the  former
accountant, there were no disagreements with the former accountant on any matter
of accounting  principles  or  practices,  financial  statement  disclosure,  or
auditing scope or procedure.  On May 12, 2003 the Registrant  engaged Pritchett,
Siler & Hardy, P.C. as its new independent accountants.  Prior to the engagement
of  Pritchett,  Siler  &  Hardy,  P.C.,  the  Registrant  did not  consult  with
Pritchett,  Siler & Hardy, P.C., on the application of accounting  principles to
any specific transaction nor the type of audit opinion that might be rendered on
the Registrant's  financial  statements.  BNA was provided by the disclosure set
forth above and provided the Registrant  with a letter to the effect that it did
not disagree with the above statements as far as they related to Thurman,  Shaw.
A copy of Thurman Shaw's letter is filed as an exhibit to this Current Report.

          (c)     Exhibits

          16.1    Letter from BNA filed herewith.

                                   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:  May 14, 2003                                   SKYFRAMES, INC.

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

                                                        2