UNITED STATES

                       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) June 23, 2003


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



             Utah                   000-27849               00-1748413
  (State or other jurisdiction   (Commission File         I.R.S. Employer
of incorporation or organization)     Number)            Identification No.)




                          555 Anton Blvd., Suite 1200
                              Costa Mesa, CA 92626
                    (Address of principal executive offices)


                         Registrant's telephone number,
                              including area code:
                                 (714) 957-1000



ITEM  5.     OTHER  EVENTS  AND  REGULATION  FD  DISCLOSURE

On  June  23,  2003,  Skyframes,  Inc. (the "Company") entered into a Securities
Purchase  Agreement  with Ocean Drive Holdings LLC, a New York limited liability
company  (the  "Investor"),  whereby the Investor agreed to loan the Company the
principal  amount  of One Hundred Fifty Thousand Dollars ($150,000) by execution
of  a  Senior  Convertible Promissory Note, which is due and payable on June 16,
2004 (the "Note"). The Note bears interest at the rate of eight percent (8%) and
is  convertible at the option of the Investor into the Company's common stock at
the  rate  of  Fifty  Cents  ($.50)  per  share.

The  Company  also  issued  to  the  Investor  a  Common  Stock Purchase Warrant
entitling  the  Investor to purchase One Hundred Fifty Thousand (150,000) shares
of  the Company's common stock at Two Dollars Seven Cents ($2.07) per share (the
"Warrant").  This  Warrant  expires  June  23,  2008.

In  connection  with  this  investment,  the  Company  also granted the Investor
registration  rights, giving the Investor the right to register the common stock
     underlying the Warrant and the common stock convertible under the Note.

The foregoing description of this investment does not purport to be complete and
     is only a summary of the principal terms of the referred documents.


                                   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  hereunto  duly  authorized.

                                         Skyframes, Inc.


Date: July 3, 2003                       By:  /s/ James W. France
                                            ------------------------------
                                              James W. France, President