<DOCUMENT>
<TYPE>10QSB
<SEQUENCE>1
<FILENAME>doc1.txt
<TEXT>


                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

                                   FORM 10-QSB

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

     For  the  quarterly  period  ended  June  30,  2002

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


     For  the  transition  period  from     to

                          Commission File No. 33-2783-S
                                FRAMEWAVES, INC.
        (Exact name of small business issuer as specified in its charter)

              NEVADA                                   82-0404220
     (State or other jurisdiction of         (IRS Employer Identification No.)
     incorporation or organization)

          1981 EAST 4800 SOUTH, SUITE 100, SALT LAKE CITY, UTAH, 84117
                     (Address of principal executive offices)

                                 (801) 272-9294
                           (Issuer's telephone number)

                                 Not Applicable
      (Former name, address and fiscal year, if changed since last report)

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 [
]

APPLICABLE  ONLY  TO  ISSUERS  INVOLVED  IN  BANKRUPTCY  PROCEEDINGS  DURING THE
PRECEDING  FIVE  YEARS:

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 [  ]

APPLICABLE  ONLY  TO  CORPORATE  ISSUERS:

State the number of shares outstanding of each of the issuer's classes of common
equity,  as  of June 30, 2002: 1,208,994 shares of common stock, par value $.001

Transitional  Small  Business  Format:  Yes  [   ]  No  [  X  ]


<PAGE>

<TABLE>
<CAPTION>

                                  FORM 10-QSB
                                FRAMEWAVES, INC.
                                      INDEX

                                                                           Page
<S>       <C>                                                              <C>
PART I..  Financial Information

          Item I.  Financial Statements (unaudited)                           3

          Consolidated Balance Sheets - June 30, 2002 and
          December 31, 2001                                                   3

          Consolidated Statements of Operations for the Three and Six
          Months Ended June 30, 2002 and 2001, and for the period
          December 31, 1993 (Quasi-Reorganization) Through
          June 30, 2002                                                       4

          Consolidated Statements of Stockholders' Equity for the Period
          December 31, 1993 (Quasi-Reorganization) Through June 30,2002       5

          Consolidated Statements of Cash Flows (unaudited) for the Six
          Months Ended June 30, 2002 and 2001, and for the period
          December 31, 1993 (Quasi-Reorganization) Through
          June 30, 2001                                                       7

          Notes to Consolidated Financial Statements                          8

          Item 2.  Management's Discussion and Analysis of Financial
          Condition or Plan of Operation                                     10

PART II.  Other Information

          Item 6.  Exhibits and Reports on Form 8-K                          11

          Signatures                                                         11
</TABLE>

(Inapplicable  items  have  been  omitted)


                                        2
<PAGE>

<TABLE>
<CAPTION>


                        FRAMEWAVES, INC. AND SUBSIDIARY

                          (A Development Stage Company)

                          CONSOLIDATED BALANCE SHEETS

                      JUNE 30, 2002 AND DECEMBER 31, 2001

                                      June  30,  December  31,
                                      2002       2001
                                      ---------  ---------
<S>                                   <C>        <C>
Assets
------------------------------------

Current Assets:
Cash . . . . . . . . . . . . . . . .  $  2,109   $  2,127
                                      ---------  ---------

Total current assets . . . . . . . .     2,109      2,127
                                      ---------  ---------

Total Assets . . . . . . . . . . . .  $  2,109   $  2,127
                                      =========  =========


Liabilities and Stockholders' Equity
------------------------------------

Current Liabilities
Accounts payable . . . . . . . . . .  $  4,017   $  1,641
                                      ---------  ---------

Total current liabilities. . . . . .     4,017      1,641
                                      ---------  ---------


Stockholders' Equity:
Common stock, $.001 par value
100,000,000 shares
    authorized, 1,208,994
    issued and outstanding . . . . .     1,209      1,209
Additional paid-in capital . . . . .    21,639     21,639
Deficit accumulated during the
development stage. . . . . . . . . .   (24,756)   (22,362)
                                      ---------  ---------

Total Stockholders' Equity . . . . .    (1,908)       486
                                      ---------  ---------

Total Liabilities and Stockholders'
Equity . . . . . . . . . . . . . . .  $  2,109   $  2,127
                                      =========  =========
</TABLE>

     The  accompanying  notes  are an integral part of the financial statements.


                                        3
<PAGE>

<TABLE>
<CAPTION>

                                   FRAMEWAVES, INC. AND SUBSIDIARY
                                    (A Development Stage Company)
                               CONSOLIDATED STATEMENTS OF OPERATIONS
                    FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2002 AND 2001
                        AND THE PERIOD DECEMBER 31, 1993 (Date Of Inception)
                                        THROUGH JUNE 30, 2002

                                                                                    For  The  Period
                                                                                    December  31,1993
                         For  The         For  The     For  The         For  The       (Quasi-
                        Three  Months   Three  Months  Six  Months    Six  Months    Reorganization)
                           Ended            Ended        Ended          Ended           Through
                         June 30, 2002  June 30, 2001  June 30, 2002  June 30, 2001  June 30, 2002
                        --------------  -------------  -------------  -------------  -----------------
<S>                    <C>             <C>             <C>            <C>            <C>


Revenues               $    --          $   --          $    --          $    --      $     --

Expenses,  general
And administrative       2,386             538            2,394            5,558        24,756
                       --------------   ------------   -------------  -------------  ----------------

Operating  Loss         (2,386)           (538)          (2,394)           (5,558)    (24,756)
                        --------------  -------------  -------------  -------------  -----------------

Other  Income               --              --               --               --             --
                       ---------------  -------------  -------------  -------------  -----------------
(Expense)

Net  Loss              $(2,386)         $  (538)          $(2,394)        $(5,558)    $(24,756)
                       ===============  =============  =============  ==============  =================


Net Loss per Share     $    --          $   --          $    --         $    --        $   (.02)
                       ===============  =============  =============  ==============  =================

</TABLE>

     The  accompanying  notes  are an integral part of the financial statements.


                                        4
<PAGE>


<TABLE>
<CAPTION>

                       FRAMEWAVES, INC. AND SUBSIDIARY
                       (A Development Stage Company)

                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
   FOR THE PERIOD DECEMBER 31, 1993 (Quasi - Reorganization) THROUGH JUNE 30, 2002

                                                                     Deficit
                                                                     Accumulated
                                                         Additional  During the
                                Common Stock             Paid-in     Development
                              -------------------------
                              Shares       Amount        Capital     Stage
                              -----------  ------------  ----------  ------------
<S>                            <C>         <C>           <C>         <C>
Balance, December 31, 1993. .      65,600  $         66  $     (66)   $        --

Net loss accumulated for
the period December 31, 1993
(quasi-reorganization)
through December 31, 1999 . .         --            --          --             --
                              -----------  ------------  ----------  ------------

Balance, December 31, 1999. .      65,600            66        (66)            --

Common stock issued for cash
and services at $.10/ share
on November 3, 2000 . . . . .     100,000           100       9,900            --

Contribution by shareholder
  for Company expenses paid
  directly by shareholder . .          --            --       9,817            --

Common stock issued in
  acquisition of subsidiary,
  Corners, Inc. on
  December 27, 2000 . . . . .   1,000,000         1,000         (90)           --
</TABLE>

 The  accompanying  notes  are  an  integral  part  of the financial statements.


                                        5
<PAGE>

<TABLE>
<CAPTION>


                        FRAMEWAVES, INC. AND SUBSIDIARY
                          (A Development Stage Company)

          CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - CONTINUED
            FOR THE PERIOD DECEMBER 31, 1993 (Quasi - Reorganization)
                              THROUGH JUNE 30, 2002

                                                                       Deficit
                                                                       Accumulated
                                                           Additional  During  the
                                    Common  Stock          Paid-in     Development
                                ------------------------
                                 Shares            Amount  Capital     Stage
                                -----------------  ------  ----------  ---------
<S>                              <C>               <C>     <C>         <C>
Common stock issued due to
  rounding up shareholders with
  less than 100 shares after
  100 for 1 reverse stock split
  effective December 27, 2000 .           42,969        43      (43)        --

Net loss for the year
  ended December 31, 2000 . . .               --        --       --    (16,379)
                                 ---------------  --------  --------  ---------

Balance, December 31, 2000. . .        1,208,569     1,209   19,518    (16,379)

Common stock issued due to
  Stock split adjustment. . . .              425        --       --         --

Contribution by shareholder
  for Company expenses paid
  directly by shareholder . . .               --        --    2,121         --

Net loss for the year ended
  December 31, 2001 . . . . . .               --        --       --     (5,983)
                                 ---------------  --------  --------  ---------

Balance, December 31, 2001. . .        1,208,994     1,209   21,639    (22,362)

Net loss for the six months
  ended June 30, 2002 . . . . .               --        --       --     (2,394)
                                 ---------------  --------  --------  ---------

Balance, June 30, 2002. . . . .        1,208,994  $  1,209  $21,639   $(24,756)
                                 ===============  ========  ========  =========
</TABLE>

     The  accompanying  notes  are an integral part of the financial statements.


                                        6
<PAGE>

<TABLE>
<CAPTION>

                        FRAMEWAVES, INC. AND SUBSIDIARY
                          (A Development Stage Company)
  CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND
   2001 AND THE PERIOD DECEMBER 31, 1993 (Date Of Inception) TO JUNE 30, 2002


                                                                 For  the  period
                                                                 December  31,  1993
                                       For  the      For  the         (Quasi-
                                       Six  Months   Six  Months  Reorganization)
                                       Ended         Ended            Through
                                       June  30,     June  30,        June  30,
                                        2002           2001            2002
                                       ----------   ------------   ------------
<S>                                    <C>          <C>            <C>

Cash flows from operating activities:
  Net  loss                             $  (2,394)   $(5,558)      $(24,756)

Adjustments  to
 reconcile  net  income
 to  cash  provided  by
 operating  activities:
  Contribution  from
   shareholder                                 --          --          11,938
  Common  stock  issued
   for  services                               --          --           5,000
  Increase  in
   accounts  payable                        2,376         528           4,017
                                       ----------   ------------   ------------

Net  cash  used
  by  operating
  activities:                                 (18)     (5,030)        (3,801)
                                       ----------   ------------   ------------

Cash  flows  from
  investing  activities:
    Cash  received  in
      acquisition  of
      subsidiary                               --          --             910
                                       ----------   ------------   ------------

Cash  flows  from
  financing  activities:
    Issuance  of
     common  stock                            --           --           5,000
                                       ----------   ------------   ------------

Net  increase
  (decrease)  in  cash                       (18)       (5,030)         2,109

Cash,  beginning
  of  period                               2,127         5,910             --
                                       ----------   ------------   ------------

Cash,  end  of  period                  $  2,109        $  880       $     --
                                      ============  =============  ===========

Interest  paid                          $     --        $   --       $     --
                                      ============  =============  ===========

Income  taxes  paid                     $     --        $   --       $     --
                                      ============  =============  ===========
</TABLE>

     The  accompanying  notes  are an integral part of the financial statements.


                                        7
<PAGE>

                        FRAMEWAVES, INC. AND SUBSIDIARY

     (A  Development  Stage  Company)

     NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS


1.     Summary  of  Business  and  Significant  Accounting  Policies
       -------------------------------------------------------------

     a.     Summary  of  Business
            ---------------------

          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.

     b.   Principles  of  Consolidation
          -----------------------------

          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.

     c.     Cash  Flows
            -----------

          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.

     d.     Net  Loss  Per  Share
            ---------------------

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

     e.     Use  of  Estimates
            ------------------

          The  preparation  of financial statements in 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.

2.   Quasi-Reorganization
     --------------------

          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


                                        8
<PAGE>

          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.

Stock  Split
------------

          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.

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

Amended  Articles  of  Incorporation
------------------------------------

          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 June 30, 2002, 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.

5.     Issuance  of  Common  Stock
       ---------------------------

          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.

6.     Stock  Options  and  Warrants
       -----------------------------

          The  Company  has  designated  2,000,000  shares of its authorized and
          unissued common stock to a future stock option plan. At June 30, 2002,
          there  are no options or warrants outstanding to acquire the Company's
          common  stock.

7.     Acquisition  of  Subsidiary
       ---------------------------

          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, pro forma condensed statement of
          operations  is  not  presented.

8.     Income  Taxes
       -------------

          The Company has had no taxable income under Federal or State tax laws.


                                        9
<PAGE>

ITEM  2.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF
FINANCIAL  CONDITION  OR  PLAN  OF  OPERATION

FORWARD-LOOKING  STATEMENT  NOTICE

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.


DESCRIPTION  OF  BUSINESS

HISTORY

FrameWaves,  Inc.  (the  "Company"  or "FrameWaves") was originally incorporated
under  the  name of Messidor Limited on December 23, 1985 as a development stage
company  for  the purpose of engaging in all lawful transactions permitted under
the State of Nevada, including the acquisition of various business opportunities
to  provide  profit  and  maximize  shareholder  value.

On  December  27,  2000,  the  shareholders,  at  a special meeting, changed the
Company's  name  from Messidor Limited to FrameWaves, Inc. The shareholders also
approved  the  acquisition  of  Corners, Inc. ("Corners"), a Nevada corporation,
whereby the Company exchanged 1,000,000 shares of the Company's common stock for
all  of  Corner's  issued  and  outstanding  shares of common stock. Corners had
incorporated  on  November  17,  1998  in  the State of Nevada to provide custom
framing for interior designers in conjunction with business contacts provided by
Corners'  officers  and  directors. Since its inception, Corners has had limited
operations  due  to its officers' and directors' other obligations, however, the
officers  and  directors  have  maintained  their business contacts with certain
interior designers. FrameWaves intends to use Corners as an operating subsidiary
and  actively  pursue the custom framing business by utilizing Corners' business
contacts  to  procure  contracts  for  future  operations,  and  to  engage in a
comprehensive  and  aggressive marketing campaign, including but not limited to,
soliciting  unknown  but  potential  business  contacts through direct mailings,
media,  and  other  mediums  that  will  generate  leads to contracts for future
operations

PRINCIPAL  PRODUCTS  AND  SERVICES

FrameWaves principal product and service consists of providing customized frames
to  interior  designers  and  retail  consumers.  This  will  be accomplished by
interfacing  directly  with designers and consumers where they will be presented
with  a  selection of FrameWaves' materials and styles in order to determine the
type  and quality of frame desired. FrameWaves will then customize frames to the
clients'  specifications.  Such  customization  might  entail  the  ordering,
designing,  manufacturing,  or  the  subcontracting of work in order to meet the


                                       10
<PAGE>

clients'  needs. This product and service will allow FrameWaves to be a complete
and  professional  supplier  of  customized frames to the interior designers and
retail  customers.  However,  the Company is a development stage company with no
operations  and  has  yet  to  engage  in  any  contract negotiations with frame
suppliers,  interior  designers  or  retail  consumers.

MARKETING

FrameWaves  intends  to market its product and service to interior designers and
retail  consumers  through  established  business  contacts  of the officers and
directors,  direct  mailing  program  targeting  interior designers, and word of
mouth.  FrameWaves might also market its products and services by advertising in
widely  distributed  magazines  that  Management  considers  influential  among
designers  and consumers. These advertisements will focus on FrameWaves' ability
to  be  a complete and professional supplier of customized frames.  However, the
Company  is  in  its development stage and has not yet launched any of the above
marketing  strategies,  and there is no assurance that such marketing strategies
will  be  launched  in  the  future.  Additionally,  the  Company cannot predict
whether  it will, in the future, be dependent upon one or a few major customers.

THREE  MONTH  PERIODS  ENDED  JUNE  30,  2002  AND  2001

The  Company  had no revenue for the three-month periods ended June 30, 2002 and
2001.

General  and  administrative expenses for the three month periods ended June 30,
2002  and  2001  consisted  of  general  corporate  administration,  legal  and
professional  expenses,  and  accounting and auditing costs. These expenses were
$2,386  and  $538  for  the  three-month  periods  ended  June 30, 2002 and 2001
respectively.

As  a result of the foregoing factors, the Company realized a net loss of $2,386
for  the  three months ended June 30, 2002 as compared to a net loss of $538 for
the  same  period  in  2001.

SIX  MONTH  PERIODS  ENDED  JUNE  30,  2002  AND  2001

The  Company  had  no  revenue for the six-month periods ended June 30, 2002 and
2001.

General  and  administrative  expenses  for the six-month periods ended June 30,
2002  and  2001  consisted  of  general  corporate  administration,  legal  and
professional  expenses,  and  accounting and auditing costs. These expenses were
$2,394  and  $5,558  for  the  six-month  periods  ended June 30, 2002 and 2001,
respectively.

As  a result of the foregoing factors, the Company realized a net loss of $2,394
for  the  six months ended June 30, 2002 as compared to a net loss of $5,558 for
the  same  period  in  2001.

LIQUIDITY  AND  CAPITAL  RESOURCES

At  June 30, 2002 the Company had total assets consisting of $2,109 cash in hand
and  total  current liabilities of $4,017. At December 31, 2001, the Company had
$2,127  cash  in  hand  and  $1,641  in  total  current  liabilities.

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.


                                       11
<PAGE>

PART  II.  OTHER  INFORMATION

ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K.

Reports  on  Form  8-K:  No reports on Form 8-K were filed by the Company during
the  quarter  ended  June  30,  2002.

<TABLE>
<CAPTION>

Exhibits:

EXHIBIT NUMBER  TITLE                                     LOCATION

<C>             <S>                                       <C>

          99.1  Certification of Chief Executive Officer  Attached

          99.2  Certification of Chief Financial Officer  Attached
</TABLE>


                                   SIGNATURES

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


                                   FRAMEWAVES,  INC.


Date:  August  12,  2002           By:/s/ Thomas  A.  Thomsen
                                   --------------------------
                                   Thomas  A.  Thomsen
                                   President  and  CEO


Date:  August  12,  2002           By:/s/ Susan  Santage
                                   -------------------------
                                   Susan  Santage
                                   Chief  Financial  Officer


                                       12
<PAGE>




</TEXT>
</DOCUMENT>
