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<SEC-DOCUMENT>0001078782-02-000049.txt : 20020415
<SEC-HEADER>0001078782-02-000049.hdr.sgml : 20020415
ACCESSION NUMBER:		0001078782-02-000049
CONFORMED SUBMISSION TYPE:	10KSB
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20011231
FILED AS OF DATE:		20020327

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:		10KSB
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	033-02783-S
		FILM NUMBER:		02589189

	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>10KSB
<SEQUENCE>1
<FILENAME>frame1201ksb.htm
<DESCRIPTION>DECEMBER 31, 2001 10-KSB
<TEXT>
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<P><STRONG>U.S. SECURITIES AND EXCHANGE COMMISSION</STRONG></P>

<P><STRONG>Washington, DC 20549</STRONG></P>

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

<P>[X] Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended
December 31, 2001, or</P>

<P>[  ] Transition report pursuant to section 13 or 15(d) of the Securities Exchange act of 1934 for the transition period from
to</P>

<P>Commission File No.  33-2783-S</P>

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

<P>(Name of Small Business Issuer as specified in its charter)<BR>
<BR>

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

<P>(State or Other Jurisdiction of Incorporation or Organization)</TD>
<TD><STRONG>82-0404220</STRONG></P>

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

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

<P>(Address of Principal Executive Offices and Zip Code)</P>

<P>Issuer's Telephone Number:<STRONG>  (801) 272-9294</STRONG><BR>
</P>

<P>Former name and address if changed since last report:  </P>

<P>Former fiscal year if changed since last report:  </P>

<BR WP="BR1"><BR WP="BR2">
<P>Securities registered under Section 12(b) of the Act:  None</P>

<P>Securities registered under Section 12(g) of the Act:  None</P>

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

<P>Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B in this form<STRONG>, </STRONG>and no
disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [   ]</P>

<P>The Registrant's revenues for its most recent fiscal<STRONG> </STRONG>year:  $0</P>

<P>The aggregate market value of voting stock held by non-affiliates:  $0</P>

<P>At March 21, 2002, the Registrant had outstanding 1,208,994 shares of common stock, par value $0.001.</P>

<P>Documents incorporated by reference:  None.</P>

<P><STRONG>FORWARD-LOOKING STATEMENT NOTICE</STRONG></P>

<P> When used in this report, the words "may," "will," "expect," "anticipate," "continue," "estimate," "project," "intend," and
similar expressions are intended to identify forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934 regarding events, conditions, and financial trends that
may affect the Company's future plans of operations, business strategy, operating results, and financial position.  Persons
reviewing this report are cautioned that any forward-looking statements are not guarantees of future performance and are
subject to risks and uncertainties and that actual results may differ materially from those included within the
forward-looking statements as a result of various factors.  Such factors are discussed under the headings "Item 1.
Description of Business," and "Item 6.  Management's Discussion and Analysis of Financial Condition and Results of
Operations," and also include general economic factors and conditions that may directly or indirectly impact the Company's
financial condition or results of operations.</P>

<P><STRONG>PART I</STRONG></P>

<P><STRONG>ITEM 1.  DESCRIPTION OF BUSINESS</STRONG></P>

<P><STRONG>History</STRONG></P>

<P> 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.  </P>

<P>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.</P>

<P><STRONG>Principal Products and Services</STRONG></P>

<P> 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.</P>

<P><STRONG>Marketing</STRONG></P>

<P>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.</P>

<P><STRONG>Raw Materials and Principal Suppliers</STRONG></P>

<P>The Company has yet to engage in any contract negotiations with any suppliers of custom frames or raw materials for such
frames.  Accordingly, the Company is unable to predict the sources and availability of raw materials and the names of any
principal suppliers.  Notwithstanding, Management believes that there are numerous reliable sources for custom frames and
raw materials for such frames.</P>

<P><STRONG>Governmental Regulation</STRONG></P>

<P>There is no meaningful government regulation that directly affects FrameWaves' business. However, FrameWaves
potential suppliers are subject to federal, state, local or foreign environmental laws and regulations relating to the handling
and management of certain chemicals used and generated in manufacturing frame products.  Management believes that it is
reasonably likely that the trend in environmental litigation and regulation will continue toward stricter standards and that
changes in the laws and regulations could indirectly affect FrameWaves in the form of higher purchasing costs.</P>

<P><STRONG>Competition</STRONG></P>

<P>The custom framing industry is highly competitive, and includes a large number of wholesale, retail and other specialized
competitors, none of which dominate the market.  A number of the companies competing directly with the FrameWaves
have superior knowledge and experience, including established contacts and networks, as well as financial and other
resources greater than those of the Company.  These factors create a highly competitive environment in which the
Company's future customers will continuously evaluate which product suppliers to use, resulting in pricing pressures and
the need for ongoing improvements in customer service.</P>

<P>Management believes that competition in the custom framing industry is generally a function of timeliness of delivery,
price, quality, reliability, product design, product availability and customer service. Management further believes that
FrameWaves can compete favorably with other custom framing companies by: (i) interfacing directly with designers and
consumers and customizing frames to clients'  specifications; (ii) utilizing its officers' business contacts, (iii) providing a
broad range of products and services; and (iv) developing strong name recognition within the custom framing community.
However, the Company is in its development stage and has not yet entered into the market, and there is no assurance that
the Company can successfully enter and compete in the custom framing market.</P>

<P><STRONG>Employees</STRONG></P>

<P> The Company currently has no employees.  Executive officers will devote only such time to the affairs of the Company as
they deem appropriate, which is estimated to be approximately 20 hours per month per person.  The need for employees
will be addressed at such time operations prove successful.</P>

<P><STRONG>ITEM 2.  DESCRIPTION OF PROPERTY</STRONG></P>

<P> The Company utilizes office space at 1981 East 4800 South, Suite 100, Salt Lake City, Utah, 84117, provided by Thomas
A. Thomsen, an officer and director of the Company.  The Company does not pay rent for this office space.  </P>

<P><STRONG>ITEM 3.  LEGAL PROCEEDINGS</STRONG></P>

<P> The Company is not a party to any legal proceedings, and to the best of its knowledge, no such proceedings by or against
the Company have been threatened.</P>

<P><STRONG>ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS</STRONG></P>

<P> None </P>

<P><STRONG>PART II</STRONG></P>

<P><STRONG>ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS</STRONG></P>

<P>There is currently no active market for the securities of FrameWaves.  Nor is there any assurance a market will develop for
the securities, and if a market does develop, that it will continue.  There is also no assurance as to the depth or liquidity of
any such market or the prices at which holders may be able to sell their securities.</P>

<P> At March 21, 2002, the Company had 465 shareholders owning 1,208,994 shares of FrameWaves' issued and outstanding
common stock, of which 68,994 are free trading.</P>

<P>FrameWaves has not paid any dividends since its inception, and it is not likely that any dividends on its common stock will
be declared at any time in the foreseeable future.  Any dividends will be subject to the discretion of FrameWaves' Board of
Directors, and will depend upon, among other things, the operating and financial condition of FrameWaves, its capital
requirements and general business conditions.  There can be no assurance that any dividends on FrameWaves' common
stock will be paid in the future.</P>

<P><STRONG>Recent Sales of Unregistered Securities.</STRONG></P>

<P><STRONG> </STRONG>The following is a detailed list of securities sold within the past three years without registration under the Securities Act.
All issuances are numerically reported in post-split form.</P>

<P> In December of 2000, the Company issued 42,969 shares pursuant to shareholder approval of a hundred (100) to one (1)
reverse split of the Company's issued and outstanding common stock whereby shareholder ownership that was
fractionalized or reduced below a round lot of 100 shares were rounded up to the nearest whole share or round lot of 100
shares, respectively.</P>

<P> In December of 2000, the Company issued 1,000,000 shares of restricted common stock to officers and directors of the
Company in exchange for 1,500 shares of Corners' common stock.  The following table details the recipient's name,
amount of stock received, and consideration paid.  All shares were issued in a private transaction, not involving any public
solicitation or commissions, and without registration in reliance on the exemption provided by Section 4(2) of the
Securities Act.
<TABLE WIDTH="100%">
<TR><TD><STRONG>Name</STRONG></TD>
<TD><STRONG>Amount Received</STRONG></TD>
<TD><STRONG>Consideration Paid</STRONG></TD></TR></TABLE>

<TABLE WIDTH="100%">
<TR><TD>Thomas A. Thomsen</TD>
<TD>333,334 shares</TD>
<TD>500 Corner shares</TD></TR></TABLE>

<TABLE WIDTH="100%">
<TR><TD>Dianne Hatton-Ward</TD>
<TD>333,333 shares</TD>
<TD>500 Corner shares</TD></TR></TABLE>

<TABLE WIDTH="100%">
<TR><TD>Susan Santage</TD>
<TD>333,333 shares</TD>
<TD>500 Corner shares</TD></TR></TABLE>
<BR>

<P>In November of 2000, the Company issued 100,000 shares of restricted common stock to Thomas A. Thomsen, an officer
and director of the Company, in exchange for $5,000 cash and $5,000 in services performed on behalf of the Company by
resurrecting and reviving it from dormancy and making necessary and timely cash advances.  The shares were issued in a
private transaction, not involving any public solicitation or commissions, and without registration in reliance on the
exemption provided by Section 4(2) of the Securities Act.</P>

<P><STRONG>ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION</STRONG></P>

<P><STRONG>Years Ended December 31, 2001, and 2000</STRONG></P>

<P>The Company generated revenues of $1,267 from limited operations in the year ended December 31, 2001.  The Company
had no revenues for the year ended December 31, 2000 due to the Company being in the development stage with no
operations.</P>

<P>The Company had general and administrative expenses of $7,250 for the year ended December 31, 2001.  For the year
ended December 31, 2000, the Company had general and administrative expenses of $16,379.  These expenses resulted
from accounting, legal and other professional costs associated with reviving the Company from dormancy.</P>

<P>As a result of the foregoing, the Company realized net losses of $5,983 for the year ended December 31, 2001 and $16,379
for the year ended December 31, 2000.  The Company's net loss is attributable to accounting, legal and other professional
costs associated with reviving the Company from dormancy.</P>

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

<P>At December 31, 2001, the Company's assets consisted of  $2,127 in cash on hand.  The Company's liabilities consisted of
$1,641 in accounts payable giving the Company a working capital of $486.  At December 31, 2000, the Company's assets
consisted of $5,910 in cash on hand. The Company's liabilities consisted of  $1,562 in accounts payable, giving the
Company a working capital of $4,348.</P>

<P>Currently, the Company has no material commitments for capital expenditures, and Management believes that it has
sufficient cash to meet its operational needs for the next twelve months.  If required, Management may attempt to raise
additional capital for its current operational needs through loans from its officers, debt financing, equity financing or a
combination of financing options.  However, there are no existing understandings, commitments or agreements for such an
infusion; nor can there be assurances to that effect.</P>

<P><STRONG>ITEM 7.  FINANCIAL STATEMENTS</STRONG></P>

<P> The financial statements of the Company appear at the end of this report beginning with the Index to Financial Statements
on page 9.</P>

<P><STRONG>ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE</STRONG></P>

<P> None.</P>

<P><STRONG>PART III</STRONG></P>

<P><STRONG>ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS</STRONG></P>

<P><STRONG>Directors and Officers</STRONG></P>

<P> The following table sets forth the name, age, and position of each officer and director of the Company.<BR>

<TABLE WIDTH="100%">
<TR><TD><STRONG>Name</STRONG></TD>
<TD><STRONG>Age</STRONG></TD>
<TD><STRONG>Positions</STRONG></TD>
<TD><STRONG>Since</STRONG></TD></TR></TABLE>

<TABLE WIDTH="100%">
<TR><TD>Thomas A. Thomsen</TD>
<TD>26</TD>
<TD>President and Director</TD>
<TD>November, 2000</TD></TR></TABLE>

<TABLE WIDTH="100%">
<TR><TD>Dianne Hatton-Ward</TD>
<TD>45</TD>
<TD>Vice President and Director</TD>
<TD>November, 2000</TD></TR></TABLE>

<TABLE WIDTH="100%">
<TR><TD>Susan Santage</TD>
<TD>40</TD>
<TD>Secretary/ Treasurer and
Director</TD>
<TD>November, 2000</TD></TR></TABLE>

<P> All directors hold office until the next annual meeting of stockholders or until their successors are duly elected and
qualified.  Officers serve at the discretion of the Board of Directors.</P>

<P> The following is information on the business experience of each officer and director.</P>

<P>Thomas A. Thomsen, President and Director.  Mr. Thomsen graduated from the University of Utah in May of 2000 with a
BS in Finance.  Since March of 1999, Mr. Thomsen has worked for Interwest Transfer Company, and provides stock
analysis, issuances and transfers.  From 1990 to 1999, Mr. Thomsen was employed by the Granite School District whereby
he provided security and maintenance for Granger High School.</P>

<P>Dianne Hatton-Ward, Vice President and Director.  Ms. Hatton-Ward is currently a part-time student at Westminster
College.  Since 1994, Ms. Hatton-Ward has worked as control scheduler for Qwest Communications International, Inc., a
telecommunications company, where she is responsible for the design and support of several applications like client
interfacing, job applications and job-flows.</P>

<P>Susan Santage, Secretary, Treasurer<STRONG> </STRONG>and Director.  Ms. Santage graduated from Salt Lake Community College in 1989 with
an AAS in Graphic Design.  In 1984, Ms. Santage graduated from the Salt Lake School of Interior Design.  From 1989 to
the present date, Ms. Santage has engaged in freelance graphic design where she has contracted with notable companies
like Break-thru Industries, KLCY Radio Station, Phoenix Aviation, Inc., and the Salt Lake Community College.</P>

<P><STRONG>ITEM 10.  EXECUTIVE COMPENSATION</STRONG></P>

<P> The Company has no agreement or understanding, express or implied, with any director, officer or principal stockholder,
or their affiliates or associates, regarding compensation in the form of salary, bonuses, stocks, options, warrants or any
other form of remuneration, for services performed on behalf of the Company.  Nor are there compensatory plans or
arrangements, including payments to any officer in relation to resignation, retirement, or other termination of employment,
or any change in control of the Company, or a change in the officer's responsibilities following a change in control of the
Company.</P>

<P><STRONG>ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT</STRONG></P>

<P> The following table sets forth as of March 21, 2002, the number and percentage of the 1,208,994 issued and outstanding
shares of the Company's common stock, par value $0.001, which according to the information supplied to the Company,
were beneficially owned by (i) each person who is currently a director of the Company, (ii) each executive officer, (iii) all
current directors and executive officers of the Company as a group and (iv) each person who, to the knowledge of the
Company, is the beneficial owner of more than 5% of the outstanding common stock.  Except as otherwise indicated, the
persons named in the table have sole voting and dispositive power with respect to all shares beneficially owned, subject to
community property laws where applicable.<BR>

<TABLE BORDER="1" WIDTH="100%">
<TR><TD><STRONG>Name and Address of Directors,
Executive Officers and 5% Beneficial
Owners</STRONG></TD>
<TD><STRONG>Amount and Nature of Beneficial
Ownership</STRONG></TD>
<TD><STRONG>Percent of Class of Common Stock</STRONG></TD></TR></TABLE>

<TABLE WIDTH="100%">
<TR><TD>Thomas A. Thomsen  (1) (2)</P>

<P>1981 East 4800 South, Suite 100 </P>

<P>Salt Lake City, Utah  84117</TD>
<TD>436,285</TD>
<TD>36.1%</TD></TR></TABLE>

<TABLE WIDTH="100%">
<TR><TD>Dianne Hatton-Ward  (1)</P>

<P>1981 East 4800 South, Suite 100 </P>

<P>Salt Lake City, Utah  84117</TD>
<TD>333,333</TD>
<TD>27.6%</TD></TR></TABLE>

<TABLE WIDTH="100%">
<TR><TD>Susan Santage  (1)</P>

<P>1981 East 4800 South, Suite 100 </P>

<P>Salt Lake City, Utah  84117</TD>
<TD>333,333</TD>
<TD>27.6%</TD></TR></TABLE>

<TABLE WIDTH="100%">
<TR><TD>Directors and Executive Officers as a
Group: Three Persons</TD>
<TD>1,102,951</TD>
<TD>91.2%</TD></TR></TABLE>

<P>(1) Officer and director of the Company.</P>

<P>(2) Mr. Thomsen owns 433,334 shares directly, and 2,951 shares indirectly through European Holdings, Inc.  Mr. Thomsen
owns and controls European Holdings, Inc.</P>

<P><STRONG>ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS</STRONG></P>

<P> In December of 2000, the Company issued 1,000,000 shares of restricted common stock to officers and directors of the
Company in exchange for 1,500 shares of Corners common stock.  The following table details the affiliate's name, amount
of stock received, and consideration paid.<BR>

<TABLE WIDTH="100%">
<TR><TD><STRONG>Name</STRONG></TD>
<TD><STRONG>Amount Received</STRONG></TD>
<TD><STRONG>Consideration Paid</STRONG></TD></TR></TABLE>

<TABLE WIDTH="100%">
<TR><TD>Thomas A. Thomsen</TD>
<TD>333,334 shares</TD>
<TD>500 shares of Corners common stock</TD></TR></TABLE>

<TABLE WIDTH="100%">
<TR><TD>Dianne Hatton-Ward</TD>
<TD>333,333 shares</TD>
<TD>500 shares of Corners common stock</TD></TR></TABLE>

<TABLE WIDTH="100%">
<TR><TD>Susan Santage</TD>
<TD>333,333 shares</TD>
<TD>500 shares of Corners common stock</TD></TR></TABLE>

<P>In November of 2000, the Company issued 100,000 shares of restricted common stock to Thomas A. Thomsen, an officer
and director of the Company, in exchange for $5,000 cash and $5,000 in services performed on behalf of the Company by
resurrecting and reviving it from dormancy and making necessary and timely cash advances.</P>

<P> The Company utilizes office space at 1981 East 4800 South, Suite 100, Salt Lake City, Utah, 84117, provided by Thomas
A. Thomsen, an officer and director of the Company.  The Company does not pay rent for this office space.</P>

<P><STRONG>ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K</STRONG></P>

<P><STRONG>Form 8-K Filings.</STRONG></P>

<P> None.</P>

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

<P> In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.</P>

<P>                                                         FRAMEWAVES, INC.</P>

<P>Date:  March 21, 2002</P>

<P>                                                        /s/ Thomas A Thomsen</P>

<P>                                                       Thomas A. Thomsen, President</P>

<P> In accordance with the Exchange Act, this report has been signed by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
<TABLE BORDER="1" WIDTH="100%">
<TR><TD>March 21, 2002</TD>
<TD>/s/ Thomas A. Thomsen</P>

<P>Thomas A. Thomsen, President and Director</TD></TR></TABLE>

<TABLE BORDER="1" WIDTH="100%">
<TR><TD>March 21, 2002</TD>
<TD>/s/ Diane Hatton-Ward</P>

<P>Diane Hatton-Ward, Vice President and Director</TD></TR></TABLE>

<TABLE BORDER="1" WIDTH="100%">
<TR><TD>March 21, 2002</TD>
<TD>/s/ Susan Santage</P>

<P>Susan Santage, Secretary/Treasurer and Director</TD></TR></TABLE>
</P>
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P> <STRONG>FRAMEWAVES, INC. AND SUBSIDIARY</STRONG></P>

<P><STRONG> (A Development Stage Company)</STRONG></P>

<P><STRONG> TABLE OF CONTENTS</STRONG></P>

<P>
<TABLE BORDER="1" WIDTH="100%">
<TR VALIGN="TOP"><TD> </TD>
<TD>Page</TD></TR>
<TR VALIGN="TOP"><TD>Independent Auditor's Report    </TD>
<TD>10 </TD></TR>
<TR VALIGN="TOP"><TD>Financial Statements:</TD>
<TD></TD></TR>
<TR VALIGN="TOP"><TD>  Consolidated Balance Sheets      </TD>
<TD>11</TD></TR>
<TR VALIGN="TOP"><TD>  Consolidated Statements of Operations </TD>
<TD>12</TD></TR>
<TR VALIGN="TOP"><TD>  Consolidated Statements of Stockholders' Equity </TD>
<TD>13</TD></TR>
<TR VALIGN="TOP"><TD>  Consolidated Statements of Cash Flows   </TD>
<TD>15</TD></TR>
<TR VALIGN="TOP"><TD>  Notes to Consolidated Financial Statements  </TD>
<TD>17</TD></TR></TABLE>
</P>
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P> INDEPENDENT AUDITOR'S REPORT<BR>
<BR>
</P>

<P>To the Board of Directors and Stockholders</P>

<P>of FrameWaves, Inc. and Subsidiary</P>

<P>We have audited the accompanying consolidated balance sheets of FrameWaves, Inc. (a Nevada corporation) and
subsidiary as of December 31, 2001 and 2000, and the related consolidated statements of income, stockholders' equity and
cash flows for the years ended December 31, 2001, 2000, and 1999.  These consolidated financial statements are the
responsibility of the Company's management.  Our responsibility is to express an opinion on these consolidated financial
statements based on our audits.</P>

<P>We conducted our audits in accordance with generally accepted auditing standards.  Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in
the consolidated financial statements. An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.</P>

<P>In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial
position of FrameWaves, Inc. and subsidiary as of December 31, 2001 and 2000, and the results of their operations and
their cash flows for the years ended December 31, 2001, 2000 and 1999 in conformity with generally accepted accounting
principles.</P>

<P>/s/Burnham &amp; Schumm</P>

<P>Salt Lake City, Utah</P>

<P>March 5, 2002</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><STRONG>FRAMEWAVES, INC. AND SUBSIDIARY</STRONG></P>

<P><STRONG>(A Development Stage Company)</STRONG></P>

<P><STRONG>CONSOLIDATED BALANCE SHEETS</STRONG></P>

<P><STRONG>DECEMBER 31, 2001 AND 2000</STRONG></P>

<TABLE BORDER="1" WIDTH="100%">
<TR VALIGN="TOP"><TD><STRONG>Assets</STRONG></TD>
<TD><STRONG>December 31,</STRONG></TD>
<TD><STRONG>December 31,</STRONG></TD></TR>
<TR VALIGN="TOP"><TD><STRONG>        </STRONG></TD>
<TD><STRONG>2001</STRONG></TD>
<TD><STRONG>2000</STRONG></TD></TR>
<TR VALIGN="TOP"><TD>Current Assets:</TD>
<TD></TD>
<TD></TD></TR>
<TR VALIGN="TOP"><TD> Cash</TD>
<TD>$  2,127</TD>
<TD>$  5,910</TD></TR>
<TR VALIGN="TOP"><TD></TD>
<TD>________</TD>
<TD>________</TD></TR>
<TR VALIGN="TOP"><TD> Total current assets      </TD>
<TD>2,127   </TD>
<TD>5,910</TD></TR>
<TR VALIGN="TOP"><TD></TD>
<TD>________</TD>
<TD>________</TD></TR>
<TR VALIGN="TOP"><TD>Total Assets</TD>
<TD>$  2,127</TD>
<TD>$  5,910</TD></TR>
<TR VALIGN="TOP"><TD></TD>
<TD>======== </TD>
<TD>========</TD></TR>
<TR VALIGN="TOP"><TD><STRONG> Liabilities and Stockholders' Equity</STRONG></TD>
<TD></TD>
<TD></TD></TR>
<TR VALIGN="TOP"><TD>Current Liabilities:</TD>
<TD></TD>
<TD></TD></TR>
<TR VALIGN="TOP"><TD> Accounts payable</TD>
<TD>$  1,641</TD>
<TD>$1,562</TD></TR>
<TR VALIGN="TOP"><TD></TD>
<TD>________</TD>
<TD>________</TD></TR>
<TR VALIGN="TOP"><TD> Total current liabilities            </TD>
<TD>1,641    </TD>
<TD>1,562</TD></TR>
<TR VALIGN="TOP"><TD>Stockholders' Equity:</TD>
<TD></TD>
<TD></TD></TR>
<TR VALIGN="TOP"><TD> Common stock,   $.001 par value 100,000,000 shares
authorized, 1,208,994 and 1,208,569 issued and outstanding </TD>
<TD>1,209</TD>
<TD>1,209</TD></TR>
<TR VALIGN="TOP"><TD>Additional paid-in capital </TD>
<TD>21,639</TD>
<TD>19,518</TD></TR>
<TR VALIGN="TOP"><TD>Deficit accumulated during the Development stage  </TD>
<TD>(22,362)</TD>
<TD>(16,379)</TD></TR>
<TR VALIGN="TOP"><TD></TD>
<TD>________</TD>
<TD>________</TD></TR>
<TR VALIGN="TOP"><TD> Total Stockholders' Equity           </TD>
<TD>486</TD>
<TD>4,348</TD></TR>
<TR VALIGN="TOP"><TD></TD>
<TD>________</TD>
<TD>________</TD></TR>
<TR VALIGN="TOP"><TD> Total Liabilities and Stockholders' Equity</TD>
<TD>$   2,127</TD>
<TD>$  5,910</TD></TR>
<TR VALIGN="TOP"><TD></TD>
<TD>========</TD>
<TD>========</TD></TR></TABLE>

<BR WP="BR1"><BR WP="BR2">
<P>The accompanying notes are in integral part of the financial statements.</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><STRONG>FRAMEWAVES, INC. AND SUBSIDIARY</STRONG></P>

<P><STRONG>(A Development Stage Company)</STRONG></P>

<P><STRONG>CONSOLIDATED STATEMENTS OF OPERATIONS</STRONG></P>

<P><STRONG>YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999</STRONG><BR>
<BR>
</P>

<P>
<TABLE BORDER="1" WIDTH="100%">
<TR VALIGN="TOP"><TD></TD>
<TD><STRONG>December 31,</STRONG></TD>
<TD><STRONG>December 31,</STRONG></TD>
<TD><STRONG>December 31,</STRONG></TD>
<TD><STRONG>For the period
December 31, 1993
(Quasi -
Reorganization)
Through December
31, </STRONG></TD></TR>
<TR VALIGN="TOP"><TD></TD>
<TD><STRONG>2001</STRONG></TD>
<TD><STRONG>2000</STRONG></TD>
<TD><STRONG>1999</STRONG></TD>
<TD><STRONG>2001</STRONG></TD></TR>
<TR VALIGN="TOP"><TD>Revenues</TD>
<TD>$    1,267</TD>
<TD>$           -- </TD>
<TD>$          --</TD>
<TD>$    1,267</TD></TR>
<TR VALIGN="TOP"><TD>Expenses, general and
administrative</TD>
<TD>7,250</TD>
<TD>16,379 </TD>
<TD>          --</TD>
<TD>23,629</TD></TR>
<TR VALIGN="TOP"><TD></TD>
<TD>________</TD>
<TD>________</TD>
<TD>________</TD>
<TD>________</TD></TR>
<TR VALIGN="TOP"><TD> Operating loss             </TD>
<TD>(5,983)</TD>
<TD>(16,379)</TD>
<TD>--</TD>
<TD>(22,362)</TD></TR>
<TR VALIGN="TOP"><TD>Other income (expense) </TD>
<TD>-</TD>
<TD>-</TD>
<TD>-</TD>
<TD>--</TD></TR>
<TR VALIGN="TOP"><TD></TD>
<TD>________</TD>
<TD>________</TD>
<TD>________</TD>
<TD>________</TD></TR>
<TR VALIGN="TOP"><TD>Net Loss</TD>
<TD>$    (  5,983) </TD>
<TD>$   (16,379)</TD>
<TD>$          --</TD>
<TD>$ (22,362)</TD></TR>
<TR VALIGN="TOP"><TD></TD>
<TD>=========</TD>
<TD>========</TD>
<TD>========</TD>
<TD>========</TD></TR>
<TR VALIGN="TOP"><TD>Net loss per share</TD>
<TD>$         (.01) </TD>
<TD>$        (.13)</TD>
<TD>$          -- </TD>
<TD>$        (02 )</TD></TR>
<TR VALIGN="TOP"><TD></TD>
<TD>=========</TD>
<TD>========</TD>
<TD>========</TD>
<TD>========</TD></TR></TABLE>

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

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><STRONG>FRAMEWAVES, INC. AND SUBSIDIARY</STRONG></P>

<P><STRONG>( A Development Stage Company)</STRONG></P>

<P><STRONG>CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY</STRONG></P>

<P><STRONG>YEARS ENDED DECEMBER 31, 2001  2000 AND  1999</STRONG>   </P>

<TABLE BORDER="1" WIDTH="100%">
<TR VALIGN="TOP"><TD></TD>
<TD><STRONG>Common Stock</STRONG></TD>
<TD><STRONG></STRONG></TD>
<TD><STRONG>Additional Paid-in
Capital</STRONG></TD>
<TD><STRONG>Deficit Accumulated
During the
Development Stage</STRONG></TD></TR>
<TR VALIGN="TOP"><TD></TD>
<TD><STRONG>Shares</STRONG></TD>
<TD><STRONG>Amount</STRONG></TD>
<TD><STRONG></STRONG></TD>
<TD><STRONG></STRONG></TD></TR>
<TR VALIGN="TOP"><TD>Balance, December 31,
1993</TD>
<TD>65,600</TD>
<TD>$          66 </TD>
<TD>$          (66)</TD>
<TD>$             --</TD></TR>
<TR VALIGN="TOP"><TD>Net loss accumulated
for the period
December 31,  1993
(quasi-reorganization)
through December 31,
1998</TD>
<TD>-</TD>
<TD>-</TD>
<TD>-</TD>
<TD>--</TD></TR>
<TR VALIGN="TOP"><TD></TD>
<TD>________</TD>
<TD>________</TD>
<TD>________</TD>
<TD>________</TD></TR>
<TR VALIGN="TOP"><TD>Balance, December 31,
1998</TD>
<TD>65,600</TD>
<TD>66</TD>
<TD>(66)</TD>
<TD>--</TD></TR>
<TR VALIGN="TOP"><TD>Net loss for the year
ended December 31,
1999</TD>
<TD>-</TD>
<TD>-</TD>
<TD>-</TD>
<TD>--</TD></TR>
<TR VALIGN="TOP"><TD></TD>
<TD>________</TD>
<TD>________</TD>
<TD>________</TD>
<TD>________</TD></TR>
<TR VALIGN="TOP"><TD>Balance, December 31,
1999        </TD>
<TD>65,600 </TD>
<TD>66</TD>
<TD>(66)</TD>
<TD>--</TD></TR>
<TR VALIGN="TOP"><TD>Common stock issued
for cash and services at
$.10/ share on
November 3, 2000</TD>
<TD>100,000</TD>
<TD>100</TD>
<TD>9,900</TD>
<TD>--</TD></TR>
<TR VALIGN="TOP"><TD>Contribution by
shareholder for
Company expenses
paid directly by
shareholder</TD>
<TD>-</TD>
<TD>-</TD>
<TD>9,817</TD>
<TD>--</TD></TR>
<TR VALIGN="TOP"><TD>Common stock issued
in acquisition of
subsidiary, Corner, Inc.
on December 27, 2000 </TD>
<TD>1,000,000</TD>
<TD>1,000</TD>
<TD>(90)</TD>
<TD>--</TD></TR></TABLE>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><STRONG>FRAMEWAVES, INC. AND SUBSIDIARY</STRONG></P>

<P><STRONG>( A Development Stage Company)</STRONG></P>

<P><STRONG>CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY</STRONG></P>

<P><STRONG>YEARS ENDED DECEMBER 31, 2001  2000 AND  1999</STRONG>   </P>

<TABLE BORDER="1" WIDTH="100%">
<TR VALIGN="TOP"><TD></TD>
<TD><STRONG>Common Stock</STRONG></TD>
<TD><STRONG></STRONG></TD>
<TD><STRONG>Additional Paid-in
Capital</STRONG></TD>
<TD><STRONG>Deficit Accumulated
During the
Development Stage</STRONG></TD></TR>
<TR VALIGN="TOP"><TD>    </TD>
<TD><STRONG>Shares</STRONG></TD>
<TD><STRONG>Amount</STRONG></TD>
<TD><STRONG></STRONG></TD>
<TD><STRONG></STRONG></TD></TR>
<TR VALIGN="TOP"><TD>Common stock issued
due to rounding up
shareholders with less
than 100 shares after
100 for 1 reverse stock
split effective
December 27, 2000</TD>
<TD>42,969</TD>
<TD>43</TD>
<TD>(43)</TD>
<TD>--</TD></TR>
<TR VALIGN="TOP"><TD>Net loss for the year
ended December 31,
2000</TD>
<TD>-</TD>
<TD>-</TD>
<TD>-</TD>
<TD>(16,379)</TD></TR>
<TR VALIGN="TOP"><TD></TD>
<TD>________</TD>
<TD>________</TD>
<TD>________</TD>
<TD>________</TD></TR>
<TR VALIGN="TOP"><TD>Balance, December 31,
2000</TD>
<TD>1,208,569</TD>
<TD>1,209</TD>
<TD>19,518 </TD>
<TD>(16,379)</TD></TR>
<TR VALIGN="TOP"><TD>Common stock issued
due to stock split
adjustment</TD>
<TD>425</TD>
<TD>-</TD>
<TD>-</TD>
<TD>--</TD></TR>
<TR VALIGN="TOP"><TD>Contribution by
shareholder for
Company expenses
paid directly by
shareholder</TD>
<TD>-</TD>
<TD>-</TD>
<TD>2,121</TD>
<TD>--</TD></TR>
<TR VALIGN="TOP"><TD>Net loss for the year
ended December 31,
2001</TD>
<TD>-</TD>
<TD>-</TD>
<TD>-</TD>
<TD>(5,983)</TD></TR>
<TR VALIGN="TOP"><TD></TD>
<TD>________</TD>
<TD>________</TD>
<TD>________</TD>
<TD>________</TD></TR>
<TR VALIGN="TOP"><TD>Balance, December 31,
2001</TD>
<TD>1,208,994</TD>
<TD>$  1,209</TD>
<TD>$  21,639</TD>
<TD>$  (22,362)</TD></TR>
<TR VALIGN="TOP"><TD></TD>
<TD>=======</TD>
<TD>=======</TD>
<TD>=======</TD>
<TD>=======</TD></TR></TABLE>

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

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><STRONG>FRAMEWAVES, INC. AND SUBSIDIARY</STRONG></P>

<P><STRONG>(A Development Stage Company)</STRONG></P>

<P><STRONG>CONSOLIDATED STATEMENTS CASH FLOWS</STRONG></P>

<P><STRONG>YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999<BR>
</STRONG><BR>
</P>

<P>
<TABLE BORDER="1" WIDTH="100%">
<TR VALIGN="TOP"><TD></TD>
<TD><STRONG>December 31,</STRONG></TD>
<TD><STRONG>December 31,</STRONG></TD>
<TD><STRONG>December 31,</STRONG></TD>
<TD><STRONG>For the period
December 31, 1993
(Quasi -
Reorganization)
Through December
31,</STRONG></TD></TR>
<TR VALIGN="TOP"><TD></TD>
<TD><STRONG>2001</STRONG></TD>
<TD><STRONG>2000</STRONG></TD>
<TD><STRONG>1999</STRONG></TD>
<TD><STRONG>2001</STRONG></TD></TR>
<TR VALIGN="TOP"><TD>Cash flows from
operating activities:</TD>
<TD></TD>
<TD></TD>
<TD></TD>
<TD></TD></TR>
<TR VALIGN="TOP"><TD> Net loss</TD>
<TD>$  (5,983)</TD>
<TD>$ (16,379)</TD>
<TD>$        --</TD>
<TD>$(22,362)</TD></TR>
<TR VALIGN="TOP"><TD>Adjustments to
reconcile net income to
cash provided by
operating activities:</TD>
<TD></TD>
<TD></TD>
<TD></TD>
<TD></TD></TR>
<TR VALIGN="TOP"><TD>Contribution from
Shareholder</TD>
<TD>2,121</TD>
<TD>9,817          </TD>
<TD>--  </TD>
<TD>11,938  </TD></TR>
<TR VALIGN="TOP"><TD>Common stock issued
for services</TD>
<TD>--</TD>
<TD>5,000</TD>
<TD>--</TD>
<TD>5,000</TD></TR>
<TR VALIGN="TOP"><TD> Increase in accounts
payable</TD>
<TD>79       </TD>
<TD>1,562</TD>
<TD>--</TD>
<TD>1,641</TD></TR>
<TR VALIGN="TOP"><TD></TD>
<TD>________</TD>
<TD>________</TD>
<TD>________</TD>
<TD>________</TD></TR>
<TR VALIGN="TOP"><TD>Net cash used by
operating activities:</TD>
<TD>(3,783)</TD>
<TD>--</TD>
<TD>--</TD>
<TD>(3,783)</TD></TR>
<TR VALIGN="TOP"><TD>Cash flows from
investing activities:</TD>
<TD></TD>
<TD></TD>
<TD></TD>
<TD></TD></TR>
<TR VALIGN="TOP"><TD> Cash received in
acquisition of
subsidiary</TD>
<TD>--</TD>
<TD>910</TD>
<TD>--</TD>
<TD>910</TD></TR>
<TR VALIGN="TOP"><TD>Cash flows from
financing activities:</TD>
<TD></TD>
<TD></TD>
<TD></TD>
<TD></TD></TR>
<TR VALIGN="TOP"><TD> Issuance of common
stock</TD>
<TD>--</TD>
<TD>5,000 </TD>
<TD>--</TD>
<TD>5,000</TD></TR>
<TR VALIGN="TOP"><TD></TD>
<TD>________</TD>
<TD>________</TD>
<TD>________</TD>
<TD>________</TD></TR>
<TR VALIGN="TOP"><TD>Net increase
(decreased) in cash   -- </TD>
<TD>(3,783)</TD>
<TD>5,910</TD>
<TD>--</TD>
<TD>2,127</TD></TR>
<TR VALIGN="TOP"><TD>Cash, beginning of
period</TD>
<TD>5,910             </TD>
<TD>-</TD>
<TD>-</TD>
<TD>--</TD></TR>
<TR VALIGN="TOP"><TD></TD>
<TD>________</TD>
<TD>________</TD>
<TD>________</TD>
<TD>________</TD></TR>
<TR VALIGN="TOP"><TD>Cash, end of  period</TD>
<TD>$    2,127  </TD>
<TD>$     5,910</TD>
<TD>$     --</TD>
<TD>$    2,127</TD></TR>
<TR VALIGN="TOP"><TD></TD>
<TD>=======</TD>
<TD>=======</TD>
<TD>=======</TD>
<TD>=======</TD></TR>
<TR VALIGN="TOP"><TD>Interest paid</TD>
<TD>$           --</TD>
<TD>$           --</TD>
<TD>$     -- </TD>
<TD>$          --</TD></TR>
<TR VALIGN="TOP"><TD></TD>
<TD>=======</TD>
<TD>=======</TD>
<TD>=======</TD>
<TD>=======</TD></TR>
<TR VALIGN="TOP"><TD>Income taxes paid</TD>
<TD>$           -- </TD>
<TD>$           --</TD>
<TD>$     --</TD>
<TD>$          --</TD></TR>
<TR VALIGN="TOP"><TD></TD>
<TD>=======</TD>
<TD>=======</TD>
<TD>=======</TD>
<TD>=======</TD></TR></TABLE>

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

<BR WP="BR1"><BR WP="BR2">
<P><STRONG>NOTES TO CONSOLIDATED FINANCIAL STATEMENTS</STRONG></P>

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

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

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

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

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

<P>c. Cash Flows</P>

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

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

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

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

<P>The preparation of financial statements 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.</P>

<BR WP="BR1"><BR WP="BR2">
<P><STRONG>Notes to Financial Statements - Continued</STRONG></P>

<P>2.   Quasi-Reorganization</P>

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

<P>3. Stock Split</P>

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

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

<P>4. Amended Articles of Incorporation</P>

<P>On December 27, 2000, the Company amended its articles of incorporation to change its name from Messidor Limited to
FrameWaves, Inc.  In addition, the Company decreased its authorized shares from 500,000,000 to 110,000,000 shares of
stock of which 100,000,000 shall be designated common stock and 10,000,000 shall be designated preferred stock.  At
December 31, 2001, no preferred stock has been issued by the Company.  The Company has the authorization to issue the
preferred stock in one or more series and to determine the voting rights, preferences as to dividends and liquidation,
conversion rights, and other rights of each series.</P>

<P>5.   Issuance of Common Stock</P>

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

<P>6. Stock Options and Warrants</P>

<P>The Company has designated 2,000,000 shares of its authorized and unissued common stock to a future stock option plan.
At December 31, 2001, there are no options or warrants outstanding to acquire the Company's common stock.</P>

<BR WP="BR1"><BR WP="BR2">
<P><STRONG>Notes to Financial Statements - Continued</STRONG></P>

<P>7. Acquisition of Subsidiary</P>

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

<P>8. Income Taxes</P>

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

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