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<SEC-DOCUMENT>0001164621-02-500204.txt : 20021113
<SEC-HEADER>0001164621-02-500204.hdr.sgml : 20021113
<ACCEPTANCE-DATETIME>20021113171735
ACCESSION NUMBER:		0001164621-02-500204
CONFORMED SUBMISSION TYPE:	10QSB
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20020930
FILED AS OF DATE:		20021113

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:		02820919

	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>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  September  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  September 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
PART I.                        Financial Information

<S>       <C>                                                              <C>
          Item 1.  Financial Statements (unaudited)                           3

          Consolidated Balance Sheets - September 30, 2002 and December
          31, 2001                                                            4

          Consolidated Statements of Operations for the Three and Nine
          Months Ended September 30, 2002 and 2001, and for the period
          December 31, 1993 (Quasi-Reorganization) Through September
          30, 2002                                                            5

          Consolidated Statements of Stockholders' Equity for the Period
          December 31, 1993 (Quasi-Reorganization) Through September
          30, 2002                                                            6

          Consolidated Statements of Cash Flows (unaudited) for the Nine
          Months Ended September 30, 2002 and 2001, and for the period
          December 31, 1993 (Quasi-Reorganization) Through September
          30, 2001                                                            8

          Notes to Consolidated Financial Statements                          9

          Item 2.  Management's Discussion and Analysis of Financial
          Condition or Plan of Operation                                     12

          Item 3.     Controls and Procedures                                13

PART II.  Other Information

          Item 6.  Exhibits and Reports on Form 8-K                          14

          Signatures                                                         14
</TABLE>

(Inapplicable  items  have  been  omitted)


                                        2
<PAGE>

                                     PART I.

                              FINANCIAL INFORMATION

Item  1.  Financial  Statements  (unaudited)

In  the  opinion  of management, the accompanying unaudited financial statements
included  in this Form 10-QSB reflect all adjustments (consisting only of normal
recurring  accruals)  necessary  for  a  fair  presentation  of  the  results of
operations for the periods presented.  The results of operations for the periods
presented  are  not necessarily indicative of the results to be expected for the
full  year.


                                        3
<PAGE>

<TABLE>
<CAPTION>

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

                          CONSOLIDATED BALANCE SHEETS
                    SEPTEMBER 30, 2002 AND DECEMBER 31, 2001


                                      September 30,   December 31,
                                           2002         2001
<S>                                   <C>             <C>
Assets

Current Assets:
Cash . . . . . . . . . . . . . . . .  $       2,100   $  2,127
                                      --------------  ---------

Total current assets . . . . . . . .          2,100      2,127
                                      --------------  ---------

Total Assets . . . . . . . . . . . .  $       2,100   $  2,127
                                      ==============  =========

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

Current Liabilities:

Accounts payable . . . . . . . . . .  $       5,066   $  1,641
                                      --------------  ---------

Total current liabilities. . . . . .          5,066      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. . . . . . . . . .        (25,814)   (22,362)
                                      --------------  ---------

Total Stockholders' Equity . . . . .         (2,966)       486
                                      --------------  ---------

Total Liabilities and Stockholders'
Equity . . . . . . . . . . . . . . .  $       2,100   $  2,127
                                      ==============  =========
</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 OPERATIONS
                  FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
                           AND THE PERIOD DECEMBER 31, 1993 (Date Of Inception)
                                    THROUGH SEPTEMBER 30, 2002

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


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

Expenses,  general
And administrative       1,058             375            3,452            5,933        24,814
                       --------------   ------------   -------------  -------------  ----------------

Operating  Loss         (1,058)           (375)          (3,452)           (5,933)     (25,814)
                        --------------  -------------  -------------  -------------  -----------------

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

Net  Loss              $ (1,058)        $  (375)          $(3,452)        $(5,993)    $ (25,814)
                       ===============  =============  =============  ==============  =================


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

</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
            FOR THE PERIOD DECEMBER 31, 1993 (Quasi-Reorganization)
                           THROUGH SEPTEMBER 30, 2002

                                                               Deficit
                                                               Accumulate
                                                   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.


                                        6
<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 SEPTEMBER 30, 2002

                                                               Deficit
                                                               Accumulate
                                                   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 nine months
ended September 30, 2002. . .         --       --        --      (3,452)
                               ---------  -------  ---------   ---------

Balance, September 30, 2002 .  1,208,994  $ 1,209  $ 21,639    $(25,814)
                               =========  =======  =========   =========
</TABLE>

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


                                        7
<PAGE>

<TABLE>
<CAPTION>

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


                                                                                For the Period
                                                                                December 31,
                                                For the           For the       1993 (Quasi-
                                               Nine Months      Nine Months     Reorganization)
                                                 Ended             Ended          Through
                                              September 30,     September 30,    September 30,
                                                 2002              2001            2002
                                          ---------------  ----------------  ---------------
<S>                                       <C>              <C>               <C>

Cash flows from operating activities:
      Net loss                               $       (3,452)  $        (5,933)  $   (25,814)

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                    3,425               891         5,066
                                             ---------------  ----------------  ------------

Net cash used
      by operating activities:                          (27)           (5,042)       (3,810)
                                             ---------------  ----------------  ------------

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                         (27)           (5,042)        2,100

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

Cash, end of period                          $        2,100   $           868   $     2,100
                                             ===============  ================  ============

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

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

     The accompanying notes are an integral part of the financial statements


                                        8
<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.


                                        9
<PAGE>

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

Notes  to  Financial  Statements  -  Continued
- ----------------------------------------------

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 gave the Company a
     Afresh  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 September 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 September 30, 2002, there
     are  no  options  or  warrants  outstanding to acquire the Company's common
     stock.


                                       10
<PAGE>

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

Notes  to  Financial  Statements  -  Continued
- ----------------------------------------------

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.


                                       11
<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
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.


                                       12
<PAGE>

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  SEPTEMBER  30,  2002  AND  2001

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

General  and administrative expenses for the three month periods ended September
30,  2002  and  2001  consisted  of  general corporate administration, legal and
professional  expenses,  and accounting and auditing costs.  These expenses were
$1,058  and  $375  for the three-month periods ended September 30, 2002 and 2001
respectively.  As  a result of these factors, the Company realized a net loss of
$1,058  for  the three months ended September 30, 2002 as compared to a net loss
of  $375  for  the  same  period  in  2001.

SIX  MONTH  PERIODS  ENDED  SEPTEMBER  30,  2002  AND  2001

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

General  and  administrative  expenses for the six-month periods ended September
30,  2002  and  2001  consisted  of  general corporate administration, legal and
professional  expenses,  and accounting and auditing costs.  These expenses were
$3,452  and $5,993 for the nine-month periods ended September 30, 2002 and 2001,
respectively.  As  a  result,  the Company realized a net loss of $3,452 for the
nine months ended September 30, 2002 as compared to a net loss of $5,993 for the
same  period  in  2001.

LIQUIDITY  AND  CAPITAL  RESOURCES

At  September 30, 2002 the Company had total current assets consisting of $2,100
cash  in  hand  and total current liabilities of $5,066 in accounts payable.  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.

ITEM  3.  CONTROLS  AND  PROCEDURES

Within  the  90-day  period  prior  to the date of this report, we evaluated the
effectiveness  and  operation of our disclosure controls and procedures pursuant
to  Rule  13a-14  of  the  Securities  Exchange  Act  of  1934.  Based  on  that
evaluation,  our  Chief  Executive  Officer  and  Chief  Financial  Officer have
concluded that our disclosure controls and procedures are effective.  There have
been  no  significant  changes  in internal controls or other factors that could
significantly affect internal controls subsequent to the date we carried out our
evaluation.


                                       13
<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  September  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:  November  13,  2002         /s/Thomas  A.  Thomsen
                                   ---------------------
                                   Thomas  A.  Thomsen
                                   President  and  CEO


Date:  November  13,  2002         /s/Susan  Santage
                                   -----------------------
                                   Susan  Santage
                                   Chief  Financial  Officer


                                       14
<PAGE>





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>doc2.txt
<TEXT>


                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



     In connection with the Quarterly Report of Framewaves, Inc. (the "Company")
on  Form  10-QSB  for  the  period  ended  September  30, 2002 as filed with the
Securities  and Exchange Commission on the date hereof (the "Report"), I, Thomas
A.  Thomsen,  Chief  Executive  Officer  of the Company, certify, pursuant to 18
U.S.C.  section  1350,  as adopted pursuant to section 906 of the Sarbanes-Oxley
Act  of  2002,  that  to  the  best  of  my  knowledge:

     (1)  The  Report  fully  complies with the requirements of section 13(a) or
15(d)  of  the  Securities  Exchange  Act  of  1934;  and

     (2)  The  information  contained  in  the  Report  fairly  presents, in all
material  respects,  the  financial  condition  and  result of operations of the
Company.




                              /s/Thomas  A.  Thomsen
                              -------------------------
                              Chief  Executive  Officer
                              November  13,  2002




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>4
<FILENAME>doc3.txt
<TEXT>


                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



     In connection with the Quarterly Report of Framewaves, Inc. (the "Company")
on  Form  10-QSB  for  the  period  ended  September  30, 2002 as filed with the
Securities  and  Exchange Commission on the date hereof (the "Report"), I, Susan
Santage,  Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C.
section  1350,  as  adopted pursuant to section 906 of the Sarbanes-Oxley Act of
2002,  that  to  the  best  of  my  knowledge:

     (1)  The  Report  fully  complies with the requirements of section 13(a) or
15(d)  of  the  Securities  Exchange  Act  of  1934;  and

     (2)  The  information  contained  in  the  Report  fairly  presents, in all
material  respects,  the  financial  condition  and  result of operations of the
Company.




                              /s/Susan  Santage
                              ------------------------
                              Chief  Financial  Officer
                              November  13,  2002




</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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