So I found this little gem at Goodwill for $3.92!
All I did was take everything out of the frame (the mat and flower picture), and cut a piece of fabric that I bought from hobby lobby that I already had from another project. I just used the the picture that was in it as a template for how big the piece of fabric should be. The frame is an 11x14 so I used a 5x7 photo to place in it. And voila! Cute as a button! I thought about spray painting the frame.. but I love the color of it as it is. :-)
I have started selling on etsy!! Check me out @ etsy.com/3kids1craftymomma