<SEC-DOCUMENT>0001078782-01-500093.txt : 20011128
<SEC-HEADER>0001078782-01-500093.hdr.sgml : 20011128
ACCESSION NUMBER:		0001078782-01-500093
CONFORMED SUBMISSION TYPE:	10QSB
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20010930
FILED AS OF DATE:		20011107

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			FRAMEWAVES INC
		CENTRAL INDEX KEY:			0000788611
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-MANAGEMENT SERVICES [8741]
		IRS NUMBER:				820404220
		STATE OF INCORPORATION:			NV
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		10QSB
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	033-02783-S
		FILM NUMBER:		1777342

	BUSINESS ADDRESS:	
		STREET 1:		1981 EAST 4800 SOUTH SUITE 100
		CITY:			SALT LAKE CITY
		STATE:			UT
		ZIP:			84117

	MAIL ADDRESS:	
		STREET 1:		1981 EAST 4800 SOUTH SUITE 100
		CITY:			SALT LAKE CITY
		STATE:			UT
		ZIP:			84117

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	MESSIDOR LTD
		DATE OF NAME CHANGE:	20010122
</SEC-HEADER>
<DOCUMENT>
<TYPE>10QSB
<SEQUENCE>1
<FILENAME>frame901q.htm
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<META NAME="Author" CONTENT="Trent Waddoups">
<TITLE>FRAMEWAVES, INC</TITLE>
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<BODY TEXT="#000000" LINK="#0000ff" VLINK="#551a8b" ALINK="#ff0000" BGCOLOR="#c0c0c0">

<P><STRONG>                                                                U.S. SECURITIES AND EXCHANGE COMMISSION</STRONG></P>

<P><STRONG>                                                                                       Washington, D.C.  20549</STRONG></P>

<P><STRONG>                                                                                             FORM 10-QSB</STRONG><BR>
<BR>
</P>

<P>     [ X ]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934</P>

<P>     For the quarterly period ended September 30, 2001</P>

<P>     [   ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934</P>

<P>     For the transition period from     to<BR>
<BR>
Commission File No. 33-2783-S</P>

<P><STRONG>                                                                                       FRAMEWAVES, INC.</STRONG></P>

<P>                                                          (Exact name of small business issuer as specified in its charter)<BR>
<BR>

<TABLE BORDER="1" WIDTH="100%">
<TR><TD><STRONG>                                        Nevada</STRONG></P>

<P>(State or other jurisdiction of incorporation or organization)</TD>
<TD><STRONG>                   82-0404220</STRONG></P>

<P> (IRS Employer Identification No.)</TD></TR></TABLE>

<P>                                                         <STRONG>1981 East 4800 South, Suite 100, Salt Lake City, Utah, 84117</STRONG></P>

<P>                                                                         (Address of principal executive offices)</P>

<P><STRONG>                                                                                        (801) 272-9294</STRONG></P>

<P>                                                                             (Issuer's telephone number)</P>

<P>                                                                                      Not Applicable</P>

<P>                                                    (Former name, address and fiscal year, if changed since last report)</P>

<P>Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the
preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [ X] No [  ]</P>

<P>APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE
YEARS:</P>

<P>Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13, or 15(d) of the
Exchange Act subsequent to the distribution of securities under a plan confirmed by a court. Yes [  ] No [  ]</P>

<P>APPLICABLE ONLY TO CORPORATE ISSUERS:</P>

<P>State the number of shares outstanding of each of the issuer's classes of common equity, as of September 30, 2001: 1,208,994
shares of common stock.</P>

<P>Transitional Small Business Format:  Yes [   ]  No [ X ]</P>

<P><STRONG>FORM 10-QSB</STRONG></P>

<P><STRONG>FRAMEWAVES, INC.</STRONG></P>

<P>INDEX
<TABLE WIDTH="100%">
<TR><TD></TD>
<TD></TD>
<TD>Page</TD></TR></TABLE>

<TABLE BORDER="1" WIDTH="100%">
<TR><TD>PART I.</TD>
<TD>Financial Information</TD>
<TD></TD></TR></TABLE>

<TABLE BORDER="1" WIDTH="100%">
<TR><TD>Item I.  Financial Statements (unaudited) </P>

<P>Consolidated Balance Sheets - Sept. 30, 2001 (unaudited) and
December 31, 2000</P>

<P>Consolidated Statements of Operations (unaudited) for the
Three and Nine Months Ended Sept. 30, 2001 and 2000, and
for the period December 31, 1993 (Quasi-Reorganization)
Through Sept. 30, 2001</P>

<P>Consolidated Statements of Stockholders' Equity (unaudited)
for the Period December 31, 1993 (Quasi-Reorganization)
Through Sept. 30, 2001</P>

<P>Consolidated Statements of Cash Flows (unaudited) for the
Nine Months Ended Sept. 30, 2001 and 2000, and for the
period December 31, 1993 (Quasi-Reorganization) Through
Sept. 30, 2001</P>

<P>Notes to Consolidated Financial Statements</P>

<P>Item 2.  Management's Discussion and Analysis of Financial
Condition or Plan of Operation</TD>
<TD>3</P>

<P>3<BR>
</P>

<P>4<BR>
<BR>
<BR>
</P>

<P>5<BR>
<BR>
</P>

<P>7<BR>
<BR>
<BR>
</P>

<P>8</P>

<P>10</TD></TR></TABLE>

<TABLE BORDER="1" WIDTH="100%">
<TR><TD>PART II.                         Other Information</P>

<P>Item 6.  Exhibits and Reports on Form 8-K </TD>
<TD><BR>
<BR>
11</TD></TR></TABLE>

<TABLE BORDER="1" WIDTH="606">
<TR><TD>Signatures</TD>
<TD>11</TD></TR></TABLE>

<P>(Inapplicable items have been omitted)</P>

<BR WP="BR1"><BR WP="BR2">
<TABLE BORDER="1" WIDTH="606">
<TR VALIGN="TOP"><TD>FRAMEWAVES, INC. AND SUBSIDIARY</TD></TR>
<TR VALIGN="TOP"><TD>(A Development Stage Company)</TD></TR>
<TR VALIGN="TOP"><TD>CONSOLIDATED BALANCE SHEETS</TD></TR>
<TR VALIGN="TOP"><TD>SEPTEMBER 30, 2001 AND DECEMBER 31, 2000</TD></TR></TABLE>

<TABLE BORDER="1" WIDTH="606">
<TR><TD></TD>
<TD>September 30, 2001</TD>
<TD>December 31, 2000</TD></TR>
<TR><TD>Assets                       </TD>
<TD></TD>
<TD></TD></TR>
<TR><TD>Current Assets:</TD>
<TD></TD>
<TD></TD></TR>
<TR><TD> Cash             </TD>
<TD>$      868</TD>
<TD>$  5,910</TD></TR>
<TR><TD>Total Current assets               </TD>
<TD>        868          </TD>
<TD>    5,910</TD></TR>
<TR><TD>Total Assets        </TD>
<TD>$      868     </TD>
<TD>$  5,910</TD></TR>
<TR><TD>Liabilities and Stockholders' Equity</TD>
<TD></TD>
<TD></TD></TR>
<TR><TD>Current Liabilities:</TD>
<TD></TD>
<TD></TD></TR>
<TR><TD>   Accounts payable            </TD>
<TD>$  2,453</TD>
<TD>$  1,562</TD></TR>
<TR><TD> Total current liabilities         </TD>
<TD>    2,453         </TD>
<TD>    1,562</TD></TR>
<TR><TD>Stockholders' Equity:</TD>
<TD></TD>
<TD></TD></TR>
<TR><TD>   Common stock, $.001 par value</TD>
<TD></TD>
<TD></TD></TR>
<TR><TD> 100,000,000 shares</TD>
<TD></TD>
<TD></TD></TR>
<TR><TD> authorized. 1,208,994</TD>
<TD></TD>
<TD></TD></TR>
<TR><TD> issued and outstanding         </TD>
<TD>   1,209         </TD>
<TD>   1,209 </TD></TR>
<TR><TD>   Additional paid-in capital           </TD>
<TD> 19,518    </TD>
<TD> 19,518</TD></TR>
<TR><TD>   Deficit accumulated during the </TD>
<TD></TD>
<TD></TD></TR>
<TR><TD>       development stage        </TD>
<TD>(22,312)     </TD>
<TD>(16,379)</TD></TR>
<TR><TD> Total stockholders' Equity              </TD>
<TD>  (1,585)     </TD>
<TD>   4,348</TD></TR>
<TR><TD>Total Liabilities and Stockholders' Equity</TD>
<TD>$    868</TD>
<TD>$ 5,910</TD></TR></TABLE>

<P>The accompanying notes are an integral part of the financial statements.<BR>
<BR>
</P>

<TABLE BORDER="1" WIDTH="606">
<TR VALIGN="TOP"><TD>FRAMEWAVES, IND. AND SUBSIDIARY</TD></TR>
<TR VALIGN="TOP"><TD>(A Development Stage Company)</TD></TR>
<TR VALIGN="TOP"><TD>CONSOLIDATED STATEMENTS OF OPERATIONS</TD></TR>
<TR VALIGN="TOP"><TD>FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000</TD></TR>
<TR VALIGN="TOP"><TD>AND THE PERIOD DECEMBER 31, 1993 (Date of Inception)</TD></TR>
<TR VALIGN="TOP"><TD>THROUGH SEPTEMBER 30, 2001</TD></TR></TABLE>

<TABLE BORDER="1" WIDTH="606">
<TR><TD></TD>
<TD>For The Three
Months Ended
September 30, 2001</TD>
<TD>For the Three
Months Ended
September 30, 2000</TD>
<TD>For The Nine
Months Ended
September 30, 2001</TD>
<TD>For The Nine
Months Ended
September 30, 2000</TD>
<TD>For The Period
December 31, 1993
(Quasi-Reorganization) Through
September 30, 2001</TD></TR>
<TR><TD>Revenues</TD>
<TD>$  - -</TD>
<TD>$    - -</TD>
<TD>$    - -</TD>
<TD>$     - -</TD>
<TD>$       - -</TD></TR>
<TR><TD>Expenses, general
and administrative</TD>
<TD>   375 </TD>
<TD>   4,966</TD>
<TD>   5,933</TD>
<TD>    4,966</TD>
<TD>    22,312</TD></TR>
<TR><TD>Operating Loss</TD>
<TD>  (375)</TD>
<TD>  (4,966)</TD>
<TD>  (5,933)</TD>
<TD>   (4,966)</TD>
<TD>   (22,312)</TD></TR>
<TR><TD>Other Income
(Expense)</TD>
<TD>    - -  </TD>
<TD>       - -</TD>
<TD>     - -</TD>
<TD>        - -</TD>
<TD>         - -</TD></TR>
<TR><TD>Net Loss</TD>
<TD>$(375) </TD>
<TD>$ (4,966)</TD>
<TD>$ (5,933)</TD>
<TD>$ (4,966)</TD>
<TD>$ (22,312)</TD></TR>
<TR><TD>Net Loss per Share</TD>
<TD>$   - -</TD>
<TD>$    - -</TD>
<TD>$     - -</TD>
<TD>$      - -</TD>
<TD>$       (.02)</TD></TR></TABLE>

<P>The accompanying notes are an integral part of the financial statements.<BR>
<BR>
</P>

<TABLE BORDER="1" WIDTH="606">
<TR VALIGN="TOP"><TD>FRAMEWAVES, INC. AND SUBSIDIARY</TD></TR>
<TR VALIGN="TOP"><TD>(A Development Stage Company)</TD></TR>
<TR VALIGN="TOP"><TD>CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY</TD></TR>
<TR VALIGN="TOP"><TD>FOR THE PERIOD DECEMBER 31, 1993 (Quasi - Reorganization) THROUGH SEPTEMBER 30, 2001</TD></TR></TABLE>

<TABLE BORDER="1" WIDTH="605">
<TR><TD></TD>
<TD VALIGN="TOP">Common Stock

<P>Shares</TD>
<TD VALIGN="TOP"></P>
<BR WP="BR1"><BR WP="BR2">Amount</TD>
<TD VALIGN="TOP">Additional Paid-in
Capital</TD>
<TD VALIGN="TOP">Deficit Accumulated
During the
Development Stage</TD></TR>
<TR><TD>Balance, December 31,
1993</TD>
<TD>65,600</TD>
<TD>$   66</TD>
<TD>$    (66)</TD>
<TD>$  - -</TD></TR>
<TR><TD>Net loss accumulated
for the period December
31, 1993
(quasi-reorganization)
through December 31,
1997</TD>
<TD>      - -</TD>
<TD>     - -</TD>
<TD>       - -</TD>
<TD>    - -</TD></TR>
<TR><TD>Balance, December 31,
1997</TD>
<TD>65,600</TD>
<TD>     66</TD>
<TD>     (66)</TD>
<TD>    - -</TD></TR>
<TR><TD>Net loss for the year
ended December 31,
1998</TD>
<TD>     - -</TD>
<TD>     - -</TD>
<TD>      - -</TD>
<TD>    - -</TD></TR>
<TR><TD>Balance, December 31,
1998</TD>
<TD>65,600</TD>
<TD>    66</TD>
<TD>     (66)</TD>
<TD>    - -</TD></TR>
<TR><TD>Net loss for the year
ended December 31,
1999</TD>
<TD>      - -</TD>
<TD>    - -</TD>
<TD>      - -</TD>
<TD>    - -</TD></TR>
<TR><TD>Balance, December 31,
1999</TD>
<TD>65,600</TD>
<TD>$   66 </TD>
<TD> $   (66)</TD>
<TD>$  - -</TD></TR></TABLE>

<P>The accompanying notes are an integral part of the financial statements.<BR>
<BR>
</P>

<TABLE BORDER="1" WIDTH="605">
<TR VALIGN="TOP"><TD>FRAMEWAVES, INC. AND SUBSIDIARY</TD></TR>
<TR VALIGN="TOP"><TD>(A Development Stage Company)</TD></TR>
<TR VALIGN="TOP"><TD>CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - CONTINUED</TD></TR>
<TR VALIGN="TOP"><TD>FOR THE PERIOD DECEMBER 31, 1993 (Quasi - Reorganization) THROUGH SEPTEMBER 30, 2001</TD></TR></TABLE>

<TABLE BORDER="1" WIDTH="605">
<TR VALIGN="TOP"><TD WIDTH="121"></TD>
<TD WIDTH="121">Common Stock

<P>Shares</TD>
<TD WIDTH="121"></P>
<BR WP="BR1"><BR WP="BR2">Amount</TD>
<TD WIDTH="119">Additional Paid-in
Capital</TD>
<TD WIDTH="123">Deficit Accumulated
During the Development
Stage</TD></TR>
<TR VALIGN="TOP"><TD>Balance, December 31,
1999</TD>
<TD>     65,600</TD>
<TD>$      66</TD>
<TD>$      (66)</TD>
<TD>$         - -</TD></TR>
<TR VALIGN="TOP"><TD>Common stock issued
for cash and services at
$.10/ share on
November 3, 2000</TD>
<TD>   100,000</TD>
<TD>      100</TD>
<TD>    9,900</TD>
<TD>           - -</TD></TR>
<TR VALIGN="TOP"><TD>Contribution by
shareholder for
Company expenses paid
directly by shareholder</TD>
<TD>         - -</TD>
<TD>       - -</TD>
<TD>    9,817</TD>
<TD>           - -</TD></TR>
<TR VALIGN="TOP"><TD>Common stock issued
in acquisition of
subsidiary, corners, Inc.
on December 27, 2000</TD>
<TD>1,000,000</TD>
<TD>  1,000</TD>
<TD>        (90)</TD>
<TD>           - -</TD></TR>
<TR VALIGN="TOP"><TD>Common stock issued
due to rounding up
shareholders with less
than 100 shares after
100 for 1 reverse stock
split effective December
27, 2000</TD>
<TD>     43,394</TD>
<TD>        43</TD>
<TD>        (43)</TD>
<TD>           - -</TD></TR>
<TR VALIGN="TOP"><TD>Net loss for the year
ended December 31,
2000</TD>
<TD>          - -</TD>
<TD>         - -</TD>
<TD>         - -</TD>
<TD> (16,379)</TD></TR>
<TR VALIGN="TOP"><TD>Balance, December 31,
2000</TD>
<TD>1,208,994</TD>
<TD>    1,209</TD>
<TD>  19,518</TD>
<TD> (16,379)</TD></TR>
<TR VALIGN="TOP"><TD>Net loss for the nine
months ended
September 30, 2001</TD>
<TD>         - -</TD>
<TD>        - -</TD>
<TD>        - -</TD>
<TD>   (5,933)</TD></TR>
<TR VALIGN="TOP"><TD></TD>
<TD>1,208,944</TD>
<TD> $  1,209</TD>
<TD> $ 19,518</TD>
<TD>$(22,312)</TD></TR></TABLE>

<P> The accompanying notes are an integral part of the financial statements.</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<TABLE BORDER="1" WIDTH="605">
<TR VALIGN="TOP"><TD>FRAMEWAVES, INC. AND SUBSIDIARY</TD></TR>
<TR VALIGN="TOP"><TD>(A Development Stage Company)</TD></TR>
<TR VALIGN="TOP"><TD>CONSOLIDATED STATEMENTS OF CASH FLOWS</TD></TR>
<TR VALIGN="TOP"><TD>FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000</TD></TR>
<TR VALIGN="TOP"><TD>AND THE PERIOD DECEMBER 31, 1993 (Date of Inception)</TD></TR>
<TR VALIGN="TOP"><TD>TO SEPTEMBER 30, 2001</TD></TR></TABLE>

<TABLE BORDER="1" WIDTH="605">
<TR VALIGN="TOP"><TD></TD>
<TD>For the Nine Months Ended
September 30, 2001</TD>
<TD>For the Nine Months Ended
September 30, 2000</TD>
<TD>For the Period December 31,
1993 (Quasi-Reorganization)
Through September 30, 2000</TD></TR>
<TR VALIGN="TOP"><TD>Cash flows from operating
activities:</TD>
<TD></TD>
<TD></TD>
<TD></TD></TR>
<TR VALIGN="TOP"><TD> Net loss </TD>
<TD>$ (5,933)</TD>
<TD>$ (4,966)</TD>
<TD>$ (22,312)</TD></TR>
<TR VALIGN="TOP"><TD>    Adjustments to reconcile
net income to cash provided
by operating activities:</TD>
<TD></TD>
<TD></TD>
<TD></TD></TR>
<TR VALIGN="TOP"><TD>    Contribution from
shareholder</TD>
<TD>        - -</TD>
<TD>     4,966</TD>
<TD>      9,817</TD></TR>
<TR VALIGN="TOP"><TD>    Common stock issued for
services</TD>
<TD>        - -</TD>
<TD>         - -</TD>
<TD>      5,000</TD></TR>
<TR VALIGN="TOP"><TD>    Increase in accounts payable</TD>
<TD>       891</TD>
<TD>         - -</TD>
<TD>      2,453</TD></TR>
<TR VALIGN="TOP"><TD>Net cash used by operating
activities:</TD>
<TD>   (5,042)</TD>
<TD>         - -</TD>
<TD>     (5,042)</TD></TR>
<TR VALIGN="TOP"><TD>Cash flows from investing
Activities:</TD>
<TD></TD>
<TD></TD>
<TD></TD></TR>
<TR VALIGN="TOP"><TD> Cash received in acquisition
of subsidiary</TD>
<TD>        - -</TD>
<TD>         - -</TD>
<TD>          910</TD></TR>
<TR VALIGN="TOP"><TD>Cash flows from financing
Activities:</TD>
<TD></TD>
<TD></TD>
<TD></TD></TR>
<TR VALIGN="TOP"><TD> Issuance of common stock</TD>
<TD>        - -</TD>
<TD>         - -</TD>
<TD>       5,000</TD></TR>
<TR VALIGN="TOP"><TD>Net increase (decrease) in cash</TD>
<TD>   (5,042)</TD>
<TD>         - -</TD>
<TD>          868</TD></TR>
<TR VALIGN="TOP"><TD>Cash, beginning of period</TD>
<TD>    5,910</TD>
<TD>         - -</TD>
<TD>           - -</TD></TR>
<TR VALIGN="TOP"><TD>Cash, end of period</TD>
<TD>$      868</TD>
<TD>$        - -</TD>
<TD>$         - -</TD></TR>
<TR VALIGN="TOP"><TD>Interest paid</TD>
<TD>$       - -</TD>
<TD>$        - -</TD>
<TD>$         - -</TD></TR>
<TR VALIGN="TOP"><TD>Income taxes paid</TD>
<TD>$       - -</TD>
<TD>$        - -</TD>
<TD>$         - -</TD></TR></TABLE>

<P>The accompanying notes are an integral part of the financial statements.</P>

<BR WP="BR1"><BR WP="BR2">
<TABLE BORDER="1" WIDTH="605">
<TR VALIGN="TOP"><TD>FRAMEWAVES, INC. AND SUBSIDIARY</TD></TR>
<TR VALIGN="TOP"><TD>(A Development Stage Company)</TD></TR>
<TR VALIGN="TOP"><TD>NOTES TO CONSOLIDATED FINANCIAL STATEMENTS</TD></TR></TABLE>

<P>1. Summary of Business and Significant Accounting Policies</P>

<P>a. Summary of Business</P>

<P>The Company was incorporated under the laws of the State of Nevada on December 23, 1985. The Company was formed to
pursue business opportunities. The Company was unsuccessful in its operations. During 1993, Management determined it was in
the best interest of the Company to discontinue its previous operations. The Company is considered to have re-entered into a
new development stage on December 31, 1993. Because the Company discontinued its previous operations and is selling new
potential business opportunities, the Company adopted quasi-reorganization accounting procedures to provide the Company a
"fresh start" for accounting purposes.</P>

<P> b.  Principals of Consolidation   </P>

<P>The consolidated financial statements contain the accounts of the Company and its wholly-owned subsidiary, Corners, Inc. All
significant intercompany balances and transactions have been eliminated.</P>

<P>c. Cash Flows</P>

<P>For purposes of the statement of cash flows, the Company considers all highly liquid investments purchased with a maturity of
three months or less to be cash or cash equivalents.</P>

<P>d. Net Loss Per Share</P>

<P>The net loss per share calculation is based on the weighted average number of shares outstanding during the period.</P>

<P>e. Use of Estimates</P>

<P>The preparation of financial statements is conformity with generally accepted accounting principles requires management to
make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ
from those estimates.</P>

<P>6. Quasi-Reorganization</P>

<P>December 7, 2000, the shareholders of the Company approved to adopt quasi-reorganization accounting procedures.
Quasi-reorganization accounting allowed the Company to eliminate its previous accumulated deficit of approximately $235,000
against additional paid-in capital. Therefore, the adoption of quasi-reorganization accounting procedures gave the Company a
"fresh start" for accounting purposes. The Company is also considered as re-entering a new development stage on December 31,
1993, as it discontinued all of its previous operations. These financial statements have been restated to reflect the change.</P>

<P>7. Stock Split</P>

<P>On December 27, 2000, the Company approved a 100 for 1 reverse split of the issued and outstanding common stock but no
shareholder's ownership shall be less than 100 shares. An additional 43,394 shares were issued as a result of rounding up to the
100 share minimum.</P>

<P>The 100 for 1 reverse split has been retroactively applied in the accompanying financial statements.</P>

<P>8. Amended Articles of Incorporation</P>

<P>On December 27, 2000, the Company amended its articles of incorporation to change its name from Messidor Limited to
FrameWaves, Inc. In addition, the Company decreased its authorized shares from 500,000,000 to 110,000,000 shares of stock of
which 100,000,000 shall be designated common stock and 10,000,000 shall be designated preferred stock. At September 30,
2001, no preferred stock has been issued by the Company. The Company has the authorization to issue the preferred stock in one
or more series and to determine the voting rights, preferences as to dividends and liquidation, conversion rights, and other rights
of each series.</P>

<P>9. Issuance of Common Stock</P>

<P>On November 3, 2000, the Company issued 100,000 shares of its $.001 par value common stock for an aggregate price of
$10,000. $5,000 was received in cash and $5,000 for services rendered.</P>

<P>10. Stock Options and Warrants</P>

<P>The Company has designated 2,000,000 shares of its authorized and unissued common stock to a future stock option plan. At
September 30, 2001, there are no options or warrants outstanding to acquire the Company's common stock.</P>

<P>11. Acquisition of Subsidiary</P>

<P>On December 27, 2000, the Company acquired 100% of the outstanding common shares of Corners, Inc. in exchange for the
issuance of 1,000,000 shares of its previously authorized but unissued common stock. Corners, Inc. was purchased at book value
of $910 or $.001 per share. The acquisition has been accounted for on the purchase method and 100% of the purchase price was
allocated to cash. Corners, Inc. did not have any significant revenues or expenses during the year ended December 31, 2000;
therefore, proforma condensed statement of operations is not presented.</P>

<P>12. Income Taxes</P>

<P>The Company has had no taxable income under Federal or State tax laws.</P>

<BR WP="BR1"><BR WP="BR2">
<P><STRONG>Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF</STRONG> <STRONG>FINANCIAL CONDITION OR PLAN OF
OPERATION</STRONG></P>

<P>Forward-Looking Statement Notice</P>

<P>When used in this report, the words "may," "will," "expect," "anticipate," "continue," "estimate," "project," "intend," and similar
expressions are intended to identify forward-looking statements within the meaning of Section 27a of the Securities Act of 1933
and Section 21e of the Securities Exchange Act of 1934 regarding events, conditions, and financial trends that may affect the
Company's future plans of operations, business strategy, operating results, and financial position.  Persons reviewing this report
are cautioned that any forward-looking statements are not guarantees of future performance and are subject to risks and
uncertainties and that actual results may differ materially from those included within the forward-looking statements as a result
of various factors.  Such factors are discussed under the "Item 2.  Management's Discussion and Analysis of Financial Condition
or Plan of Operations," and also include general economic factors and conditions that may directly or indirectly impact the
Company's financial condition or results of operations.</P>

<P><STRONG>Three Month periods Ended Sept. 30, 2001 and 2000</STRONG></P>

<P>The Company had no revenue for the three-month periods ended Sept. 30, 2001 and 2000.</P>

<P>General and administrative expenses for the three month periods ended September 30, 2001 and 2000, consisted of general
corporate administration, legal and professional expenses, and accounting and auditing costs.  These expenses were $375 and
$4,966 for the three-month periods ended June 30, 2001 and 2000 respectively. Expenses were higher for this period in 2000
because the Company was in the process of filing a registration statement.</P>

<P>As a result of the foregoing factors, the Company realized a net loss of $375 for the three months ended September 30, 2001 as
compared to a net loss of $4,966 for the same period in 2000.</P>

<P><STRONG>Nine Month periods Ended Sept. 30, 2001 and 2000</STRONG></P>

<P>The Company had no revenue for the nine-month periods ended Sept. 30, 2001 and 2000.</P>

<P>General and administrative expenses for the nine month periods ended September 30, 2001 and 2000, consisted of general
corporate administration, legal and professional expenses, and accounting and auditing costs.  These expenses were $5,933 and
$4,966 for the nine-month periods ended September 30, 2001 and 2000 respectively. The increase in expense is due to the
Company now having operations.</P>

<P>As a result of the foregoing factors, the Company realized a net loss of $5,933 for the nine months ended September 30, 2001 as
compared to a net loss of $4,966 for the same period in 2000.</P>

<P><STRONG>Liquidity and Capital Resources</STRONG></P>

<P>At September 30, 2001 the Company had $868 cash in hand and total current liabilities of $2,453 compared to $5,910 cash in
hand and $1,562 in current liabilities for the period ending December 31, 2000.</P>

<P>The Company has not been able to sell any of its services due to an illness of one of the officers who holds the majority of
contacts with interior designers.  The Company anticipates it will begin to generate revenue in the near future.</P>

<P>The Company believes that its current cash needs can be met with the cash on hand and continued operations. However, should
the Company find it necessary to raise additional capital, the Company may sell common stock of the Company, take loans from
officers, directors or shareholders or enter into debt financing agreements.</P>

<P><STRONG>PART II.  OTHER INFORMATION</STRONG></P>

<P><STRONG>Item 6.  Exhibits and Reports on Form 8-K.</STRONG></P>

<P>Reports on Form 8-K:  No reports on Form 8-K were filed by the Company during the quarter ended Sept. 30, 2001.</P>

<P>Exhibits:<STRONG> </STRONG>None</P>

<P><STRONG>SIGNATURES</STRONG></P>

<P>In accordance with the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.</P>

<P>                                                            <STRONG>FRAMEWAVES, INC.</STRONG></P>

<P>Date: November 6, 2001                    By: /s/ Thomas A. Thomsen</P>

<P>                                                           Thomas A. Thomsen</P>

<P>                                                           President <BR>
</P>

<P>Date: November 6, 2001                   By: /s/ Susan Santage</P>

<P>                                                          Susan Santage</P>

<P>                                                          Treasurer</P>

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