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<SEC-DOCUMENT>0001164621-04-000046.txt : 20040507
<SEC-HEADER>0001164621-04-000046.hdr.sgml : 20040507
<ACCEPTANCE-DATETIME>20040507120148
ACCESSION NUMBER:		0001164621-04-000046
CONFORMED SUBMISSION TYPE:	10QSB
PUBLIC DOCUMENT COUNT:		5
CONFORMED PERIOD OF REPORT:	20040331
FILED AS OF DATE:		20040507

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			FRAMEWAVES INC
		CENTRAL INDEX KEY:			0000788611
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-MISCELLANEOUS REPAIR SERVICES [7600]
		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:		04787685

	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
(Mark  One)
[  X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF  1934
     For  the  quarterly  period  ended  March  31,  2004

[  ]  TRANSITION  REPORT  UNDER  SECTION  13  OR  15(d)  OF  THE  EXCHANGE  ACT
     For  the  transition  period  from  _____________  to  ______________

                        Commission file number: 33-2783-S

                                FRAMEWAVES, INC.
        (Exact name of small business issuer as specified in its charter)


             NEVADA                                      87-699977
(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, former address and former fiscal year, if changed since last
                                     report)

Check  whether  the issuer (1) filed all reports required to be filed by Section
13  or  15(d) of the Exchange Act during the past 12 months (or for such shorter
period  that the registrant 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  filed  all documents and reports required to be
filed  by  Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities  under  plan  confirmed  by  a  court.  Yes  ____  No___

                      APPLICABLE ONLY TO CORPORATE ISSUERS

The  aggregate  number  of  shares issued and outstanding of the issuer's common
stock  as  of  March  31,  2004  was  1,208,994  shares  of  $0.001par  value.

Transitional  Small  Business  Disclosure  Format  (Check  one):
Yes  [  ]  No  [X]


<PAGE>

<TABLE>
<CAPTION>


FORM  10-QSB
                         FRAMEWAVES, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
              QUARTERLY REPORT FOR THE PERIOD ENDED MARCH 31, 2004

                                      INDEX

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

Item 1.   Consolidated Financial Statements                                    3

          Consolidated Balance Sheet - March 31, 2004 (unaudited)              3

          Consolidated Statements of Operations - Three-Month Period Ended
          March 31, 2004 (unaudited) and March 31, 2003 (unaudited)            4

          Consolidated Statements of Stockholders' Equity -  Three-Month
          Period Ended  March 31, 2004 (unaudited)                             5

          Consolidated Statements of Cash Flows - Three-Month Period Ended
          March 31, 2004 (unaudited)                                           7

          Notes to Financial Statements -  March 31, 2004 (unaudited)          8

Item 2.   Management's Discussion and Analysis of Financial
          Condition or Plan of Operation                                      11

Item 3.   Controls and Procedures                                             12

PART II.  Other Information

Item 6.   Exhibits and Reports on Form 8-K                                    13

Signatures                                                                    14
</TABLE>


                                        2
<PAGE>

PART  I  -  FINANCIAL  INFORMATION

ITEM  1.  CONSOLIDATED  FINANCIAL  STATEMENTS

<TABLE>
<CAPTION>


                        FRAMEWAVES, INC. AND SUBSIDIARY

                          (A Development Stage Company)

                           CONSOLIDATED BALANCE SHEET

                      MARCH 31, 2004 AND DECEMBER 31, 2003



                                       March 31,    December 31,
Assets                                   2004           2003
- ------------------------------------  -----------  --------------

<S>                                   <C>          <C>

Current Assets:
Cash . . . . . . . . . . . . . . . .  $    2,015   $       2,040
                                      -----------  --------------

Total current assets . . . . . . . .       2,015           2,040
                                      -----------  --------------

Total Assets . . . . . . . . . . . .  $    2,015   $       2,040
                                      ===========  ==============


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

Current Liabilities:
Accounts payable . . . . . . . . . .  $    4,222   $       2,617
                                      -----------  --------------

Total current liabilities. . . . . .       4,222           2,617
                                      -----------  --------------


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 . . . . .      31,897          31,897
Deficit accumulated during the
 development stage . . . . . . . . .     (35,313)        (33,683)
                                      -----------  --------------

Total Stockholders' Equity . . . . .      (2,207)           (577)
                                      -----------  --------------

Total Liabilities and Stockholders'
Equity . . . . . . . . . . . . . . .  $    2,015   $       2,040
                                      ===========  ==============
</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 MONTHS ENDED MARCH 31, 2004 AND 2003


                                                       For the  period
                                                        December  31,
                                                              1993
                          For the         For the          (Quasi-
                        Three Months    Three Months   Reorganization)
                           Ended           Ended           Through
                         March 31,       March 31,        March 31,
                            2004            2003             2004
                       --------------  --------------  ----------------
<S>                    <C>             <C>             <C>


Revenues. . . . . . .  $          --   $          --   $         1,267

Expenses, general
  and administrative.          1,630           2,211            36,580
                       --------------  --------------  ----------------

  Operating loss. . .         (1,630)         (2,211)          (35,313)

Other income
  (expense) . . . . .             --              --                --
                       --------------  --------------  ----------------

  Net Loss. . . . . .  $      (1,630)  $      (2,211)  $       (35,313)
                       ==============  ==============  ================

Net loss per share. .  $          --   $          --   $          (.09)
                       ==============  ==============  ================
</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 MARCH 31, 2004

                                                                              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, 2001. . .         --        --               --        (22,362)

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. . . .         --        --            11,938            --

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

Common stock issued due to
  rounding up shareholders with
  less than 100 shares after
  100 for 1 reverse stock split
  effective December 27, 2000. .     43,394        43              (43)            --
                                  ---------  -----------  ---------------  -------------

Balance, December 31, 2001 . . .  1,208,994  $  1,209     $      21,639    $  (22,362)
</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 MARCH 31, 2004


                                                                 Deficit
                                                                 Accumulated
                                                    Additional   During  the
                                   Common  Stock    Paid-in      Development
                                 -----------------
                                 Shares    Amount   Capital      Stage
                               ---------  --------  ----------  ------------
<S>                            <C>        <C>       <C>         <C>
Balance, December 31, 2001 .   1,208,994  $  1,209  $   21,639  $   (22,362)


Contribution by shareholder
  for Company expenses paid
  directly by shareholder . .         --        --       5,344           --

Net loss for the year ended
   December 31, 2002. . . . .         --        --          --        (5,336)
                               ---------  --------  ----------  -------------

Balance, December 31, 2002. .  1,208,994     1,209      26,983       (27,728)

Contribution by shareholder
  for Company expenses paid
  directly by shareholder . .         --        --       4,914           --

Net loss for the year
  ended December 31, 2003 . .         --        --          --       (5,955)
                               ---------  --------  ----------  -------------

Balance, December 31, 2003. .  1,208,994     1,209      31,897      (33,683)

Net loss for the three months
  ended March 31, 2004. . . .         --        --          --       (1,630)
                               ---------  --------  ----------  -------------

Balance, March 31, 2004 . . .  1,208,994  $  1,209     $31,897      $(35,313)
                               =========  ========  ==========  =============
</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 THREE MONTHS ENDED MARCH 31, 2004 AND 2003


                                                                      For the  period
                                                                      December  31,
                                                                          1993
                                         For  the        For  the        (Quasi  -
                                       Three Months    Three Months   Reorganization)
                                          Ended           Ended           Through
                                        March 31,       March 31,        March 31,
                                           2004            2003            2004
                                      --------------  --------------  ----------------
<S>                                   <C>             <C>             <C>

Cash flows from
  operating activities:
  Net loss . . . . . . . . . . . . .  $      (1,630)  $      (2,211)  $       (35,313)

Adjustments to
  reconcile net income to cash
  provided by operating activities:
    Contribution from
      shareholder. . . . . . . . . .             --              --            22,196
    Common stock issued
      for services . . . . . . . . .             --              --             5,000
    Increase in
      accounts payable . . . . . . .          1,605            2,199            4,222
                                      --------------  --------------  ----------------

  Net cash used
    by operating
    activities:. . . . . . . . . . .            (25)            (12)           (3,895)
                                      --------------  --------------  ----------------

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               (25)            (12)             2,015

Cash, beginning of period. . . . . .          2,040           2,090                --
                                      --------------  --------------  ----------------

Cash, end of period. . . . . . . . .  $       2,015   $       2,078   $         2,015
                                      ==============  ==============  ================

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 gave the Company a
     "fresh  start"  for  accounting  purposes.


                                        8
<PAGE>

                         FRAMEWAVES, INC. AND SUBSIDIARY
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Notes  to  Financial  Statements  (Continued)
- ---------------------------------------------

2.   Quasi-Reorganization  (Continued)
     ---------------------------------

     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.

3.   Stock  Split
     ------------

     On December 27, 2000, the Company approved a 100 for 1 reverse split of the
     issued and outstanding common stock but no shareholders' 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.

4.   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 March 31, 2004, 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 March 31, 2004, 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.


                                        9
<PAGE>

                         FRAMEWAVES, INC. AND SUBSIDIARY
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Notes  to  Financial  Statements  (Continued)
- ---------------------------------------------

7.   Acquisition  of  Subsidiary  (Continued)
     ----------------------------------------

     The  acquisition  has been accounted for on the purchase method and 100% of
     the  purchase  price  was  allocated  to  cash.

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

     The  Company has had no taxable income under Federal or State tax laws. The
     Company  has loss carryforwards totaling $33,683 that may be offset against
     future  federal  income  taxes.  If not used, the carryforwards will expire
     between  2020  and  2023. Due to the Company being in the development stage
     and incurring net operating losses, a valuation allowance has been provided
     to  reduce  the  deferred tax assets from the net operating losses to zero.
     Therefore,  there  are  no  tax  benefits  recognized  in  the accompanying
     statement  of  operations.


                                       10
<PAGE>

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

SAFE  HARBOR  FOR  FORWARD-LOOKING  STATEMENTS

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.

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.  Further, 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.


                                       11
<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.

RESULTS  OF  OPERATIONS FOR THE THREE-MONTH PERIOD ENDED MARCH 31, 2004 AND 2003

The  Company  generated no revenue during the three month period ended March 31,
2004  and  2003.

General  and  administrative  expenses for the three months ended March 31, 2004
were $1,630 compared to general and administrative expenses of $2,211 during the
three month period ended March 31, 2003. Expenses consisted of general corporate
administration,  legal and professional fees, and accounting and auditing costs.
As  a result of these factors, the Company realized a net loss of $1,630 for the
three  months  ended  March  31,  2004  and a net loss $2,211 for the comparable
period  in  2003.

Cumulative net loss from quasi-reorganization on December 31, 1993 through March
31,  2004  was  $35,313.

LIQUIDITY  AND  CAPITAL  RESOURCES

At  March  31,  2004,  the  Company's  total assets consisted of $2,015 in cash.
Total  current  liabilities  at  March  31, 2004 consisted of $4,222 in accounts
payable.  At  December  31,  2003,  the  Company  had total assets consisting of
$2,040  in  cash and total liabilities consisting of $2,617 in accounts payable.

The  Company has no material commitments for the next twelve months and believes
that its current liquidity needs can be met with the cash on hand.  In the past,
the  Company has relied on capital contributions from shareholders to supplement
operating capital when necessary.  The Company anticipates that should it become
necessary,  it  will  receive  sufficient  contributions  from  shareholders  to
continue  operations for at least the next twelve months.  However, there are no
agreements  or  understandings  to  this  effect.    Should  the Company require
additional  capital,  it  may  sell  common  stock,  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 under the
supervision  of our Chief Executive Officer and Chief Financial Officer 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  we  maintain  proper  and  effective  procedures for gathering,
analyzing and disclosing all information in a timely fashion that is required to
be  disclosed  in  its  Exchange  Act  reports.  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.


                                       12
<PAGE>

PART  II  -  OTHER  INFORMATION

ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

No  reports  on Form 8-K were filed by FrameWaves during the quarter ended March
31,  2004.

<TABLE>
<CAPTION>

Exhibits:

EXHIBIT  TITLE                                                                    LOCATION
NUMBER
<C>      <S>                                                                      <C>
31.1     Certification of Chief Executive Officer pursuant to section 302 of the  Attached
         Sarbanes-Oxley Act of 2002
31.2     Certification of Chief Financial Officer pursuant to section 302 of the  Attached
         Sarbanes-Oxley Act of 2002
32.1     Certification of Chief Executive Officer pursuant to section 906 of the  Attached
         Sarbanes-Oxley Act of 2002
32.2     Certification of Chief Financial Officer pursuant to section 906 of the  Attached
         Sarbanes-Oxley Act of 2002
</TABLE>


                                       13
<PAGE>

                                   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: May 6, 2004                         By: /s/ Thomas  A.  Thomsen
                                          ---------------------------
                                          Thomas  A.  Thomsen
                                          President
                                          Chief  Executive  Officer


Date: May 6, 2004                         By: /s/ Susan  Santage
                                          ---------------------------
                                          Susan  Santage
                                          Chief  Financial  Officer


                                       14
<PAGE>







</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.1
<SEQUENCE>2
<FILENAME>doc2.txt
<TEXT>


     CERTIFICATION PURSUANT TO PURSUANT TO RULE 13A-14(A) OR RULE 15D-14(A)
               OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I,  Thomas  A.  Thomsen  Chief  Executive  Officer  of  Framewaves,  Inc.  (the
"Company"),  certify  that:

1.  I  have  reviewed  this  quarterly  report  on  Form  10-QSB of the Company;

2. Based on my knowledge, this report does not contain any untrue statement of a
material  fact or omit to state a material fact necessary to make the statements
made,  in  light of the circumstances under which such statements were made, not
misleading  with  respect  to  the  period  covered  by  this  report;

3.  Based  on  my  knowledge,  the  financial  statements,  and  other financial
information included in this report, fairly present in all material respects the
financial  condition,  results of operations and cash flows of the registrant as
of,  and  for,  the  periods  presented  in  this  report;

4. As the registrant's certifying officer, I am responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e)  and  15d-15(e))  for  the  registrant  and  I  have:

     a)   designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure  controls  and  procedures  to  be  designed  under  our
          supervision,  to  ensure  that  material  information  relating to the
          registrant,  including its consolidated subsidiaries, is made known to
          us  by others within those entities, particularly during the period in
          which  this  report  is  being  prepared;

     b)   designed  such  internal  control  over financial reporting, or caused
          such internal control over financial reporting to be designed under my
          supervision, to provide reasonable assurance regarding the reliability
          of financial reporting and the preparation of financial statements for
          external  purposes  in  accordance  with generally accepted accounting
          principles;

     c)   evaluated  the  effectiveness  of the registrant's disclosure controls
          and  procedures and presented in this report our conclusions about the
          effectiveness of the disclosure controls and procedures, as of the end
          of  the  period  covered  by this report based on such evaluation; and

     d)   disclosed  in  this  report  any  change  in the registrant's internal
          control  over  financial  reporting  that  occurred  during the period
          covered  by this report that has materially affected, or is reasonably
          likely  to  materially  affect, the registrant's internal control over
          financial  reporting.

5.  As  the  registrant's certifying officer, I have disclosed, based on my most
recent  evaluation  of  internal  control  over  financial  reporting,  to  the
registrant's auditors and the audit committee of registrant's board of directors
(or  persons  performing  the  equivalent  function):

     a)   all  significant deficiencies and material weaknesses in the design or
          operation  of  internal  control  over  financial  reporting which are
          reasonably  likely  to  adversely  affect  the registrant's ability to
          record,  process,  summarize  and  report  financial  information; and

     b)   any  fraud, whether or not material, that involves management or other
          employees  who  have  a  significant role in the registrant's internal
          control  over  financial  reporting.


Date: May 6, 2004                         By: /s/ Thomas  A.  Thomsen
                                          ---------------------------
                                          Thomas  A.  Thomsen
                                          Chief  Executive  Officer







</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.2
<SEQUENCE>3
<FILENAME>doc3.txt
<TEXT>


     CERTIFICATION PURSUANT TO PURSUANT TO RULE 13A-14(A) OR RULE 15D-14(A)
               OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I,  Susan  Santage  Chief Financial Officer of Framewaves, Inc. (the "Company"),
certify  that:

1.  I  have  reviewed  this  quarterly  report  on  Form  10-QSB of the Company;

2. Based on my knowledge, this report does not contain any untrue statement of a
material  fact or omit to state a material fact necessary to make the statements
made,  in  light of the circumstances under which such statements were made, not
misleading  with  respect  to  the  period  covered  by  this  report;

3.  Based  on  my  knowledge,  the  financial  statements,  and  other financial
information included in this report, fairly present in all material respects the
financial  condition,  results of operations and cash flows of the registrant as
of,  and  for,  the  periods  presented  in  this  report;

4. As the registrant's certifying officer, I am responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e)  and  15d-15(e))  for  the  registrant  and  I  have:

     a)   designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure  controls  and  procedures  to  be  designed  under  our
          supervision,  to  ensure  that  material  information  relating to the
          registrant,  including its consolidated subsidiaries, is made known to
          us  by others within those entities, particularly during the period in
          which  this  report  is  being  prepared;

     b)   designed  such  internal  control  over financial reporting, or caused
          such internal control over financial reporting to be designed under my
          supervision, to provide reasonable assurance regarding the reliability
          of financial reporting and the preparation of financial statements for
          external  purposes  in  accordance  with generally accepted accounting
          principles;

     c)   evaluated  the  effectiveness  of the registrant's disclosure controls
          and  procedures and presented in this report our conclusions about the
          effectiveness of the disclosure controls and procedures, as of the end
          of  the  period  covered  by this report based on such evaluation; and

     d)   disclosed  in  this  report  any  change  in the registrant's internal
          control  over  financial  reporting  that  occurred  during the period
          covered  by this report that has materially affected, or is reasonably
          likely  to  materially  affect, the registrant's internal control over
          financial  reporting.

5.  As  the  registrant's certifying officer, I have disclosed, based on my most
recent  evaluation  of  internal  control  over  financial  reporting,  to  the
registrant's auditors and the audit committee of registrant's board of directors
(or  persons  performing  the  equivalent  function):

     a)   all  significant deficiencies and material weaknesses in the design or
          operation  of  internal  control  over  financial  reporting which are
          reasonably  likely  to  adversely  affect  the registrant's ability to
          record,  process,  summarize  and  report  financial  information; and

     b)   any  fraud, whether or not material, that involves management or other
          employees  who  have  a  significant role in the registrant's internal
          control  over  financial  reporting.


Date: May 6, 2004                         By: /s/ Susan  Santage
                                          ---------------------------
                                          Susan  Santage
                                          Chief  Financial  Officer






</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32.1
<SEQUENCE>4
<FILENAME>doc4.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. a Nevada corporation
(the  "Company"), on Form 10-QSB for the quarterly period ending March 31,  2004
as  filed  with the Securities and Exchange Commission (the "Report"), I, Thomas
A. Thomsen, Chief Executive Officer of the Company, certify, pursuant to Section
906  of  the  Sarbanes-Oxley  Act  of  2002, 18 U.S.C. Section 1350), that to my
knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of
the  Securities  Exchange  Act  of  1934  (15  U.S.C.  78m  or  78o(d));  and

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


Date: May 6, 2004                         By: /s/ Thomas  A.  Thomsen
                                          ---------------------------
                                          Thomas  A.  Thomsen
                                          Chief  Executive  Officer






</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32.2
<SEQUENCE>5
<FILENAME>doc5.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. a Nevada corporation
(the  "Company"),  on Form 10-QSB for the quarterly period ending March 31, 2004
as  filed  with  the Securities and Exchange Commission (the "Report"), I, Susan
Santage,  Chief  Financial  Officer of the Company, certify, pursuant to Section
906  of  the  Sarbanes-Oxley  Act  of  2002, 18 U.S.C. Section 1350), that to my
knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of
the  Securities  Exchange  Act  of  1934  (15  U.S.C.  78m  or  78o(d));  and

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


Date: May 6, 2004                         By: /s/ Susan  Santage
                                          ---------------------------
                                          Susan  Santage
                                          Chief  Financial  Officer






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