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


                     U.S. SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-KSB

[X]     Annual report pursuant to section 13 or 15(d) of the Securities Exchange
Act  of  1934  for  the  fiscal  year  ended  December  31,  2002,  or

[  ]     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.
           (Name of Small Business Issuer as specified in its charter)

                   NEVADA                          82-0404220
      (State or Other Jurisdiction of            (IRS Employer
       Incorporation or Organization)          Identification No.)

          1981 EAST 4800 SOUTH, SUITE 100, SALT LAKE CITY, UTAH, 84117
              (Address of Principal Executive Offices and Zip Code)

                                 (801) 272-9294
                           Issuer's Telephone Number:

Securities  registered  under  Section  12(b)  of  the  Act:  None

Securities  registered  under  Section  12(g)  of  the  Act:  None

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 [  ]

Check  if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B in this form, 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.  [   ]

The  Registrant's  revenue  for  its  most  recent  fiscal  year  was  $0.

The issuer's common stock is listed on the Over the Counter Bulletin Board under
the  symbol  FWAV.  There  was  no  active  market and no trading volume for the
issuer's  common stock during fiscal year 2002.  Therefore, the aggregate market
value  of  the issuer's common stock held by non-affiliates at December 31, 2002
is  deemed  to  be  $-0-.

At  December 31, 2002, the Registrant had outstanding 1,208,994 shares of common
stock,  par  value  $0.001.

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

Documents  incorporated  by  reference:  None.


<PAGE>

<TABLE>
<CAPTION>


                                         FRAMEWAVES, INC.
                                            FORM 10-KSB
                                        DECEMBER 31, 2002
                                              INDEX

                                                                                             Page
<S>       <C>                                                                               <C>
PART I .  Item 1.  Description of Business                                                      3

          Item 2.  Description of Property                                                      5

          Item 3.  Legal Proceedings                                                            5

          Item 4.  Submission of Matters to a Vote of Security Holders                          5

PART II.  Item 5.  Market for Common Equity and Related Stockholder Matters                     5

          Item 6.  Management's Discussion and Analysis or Plan of Operation                    6

          Item 7.  Financial Statements                                                         7

          Item 8.  Changes In and Disagreements with Accountants on Accounting and
          Financial Disclosure                                                                  7

PART III  Item 9.  Directors, Executive Officers, Promoters and Control Persons; Compliance
          with Section 16(a) of the Exchange Act                                                7

          Item 10.  Executive Compensation                                                      8

          Item 11.  Security Ownership of Certain Beneficial Owners and Management              8

          Item 12.  Certain Relationships and Related Transactions                              9

          Item 13.  Exhibits and Reports on Form 8-K                                            9

          Item 14.  Controls and Procedures                                                     9

          Signatures                                                                           10

          Certifications                                                                       11
</TABLE>

(Inapplicable  items  have  been  omitted)


                                        2
<PAGE>

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 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.


                                     PART I

ITEM  1.  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.  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.


                                        3
<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.

RAW  MATERIALS  AND  PRINCIPAL  SUPPLIERS

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.

GOVERNMENTAL  REGULATION

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.

COMPETITION

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.

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.


                                        4
<PAGE>

EMPLOYEES

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.

ITEM  2.  DESCRIPTION  OF  PROPERTY

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.

ITEM  3.  LEGAL  PROCEEDINGS

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.

ITEM  4.  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

None


                                     PART II

ITEM  5.  MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS

Our  common  stock  is  listed  on the Over the Counter Bulletin Board under the
symbol  FWAV.  There  is  currently  no  trading  volume for our securities.  At
December  31,  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.  The  balance  are  restricted  stock as that term is used in Rule 144.

<TABLE>
<CAPTION>

                                   CLOSING BID    CLOSING  ASK
2002                               HIGH    LOW    HIGH     LOW
<S>                               <C>     <C>    <C>      <C>
May 10 (first available) through
June 28. . . . . . . . . . . . .   .25    .20     1.50    1.25

July 1 through September 30. . .   .25    .25     1.50    1.50

October 1 through December 31. .   .35    .10     3.00    1.50
</TABLE>

The  above  quotations,  as  provided  by  the  National  Quotation Bureau, LLC,
represent  prices  between dealers and do not include retail markup, markdown or
commission.  In addition, these quotations do not represent actual transactions.

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.  Our  ability to pay dividends is also subject to
limitations  imposed  by  Nevada law. Under Nevada law, dividends may be paid to


                                        5
<PAGE>

the  extent that a corporation's assets exceed its liabilities and it is able to
pay  its debts as they become due in the usual course of business.  There can be
no  assurance  that any dividends on FrameWaves common stock will be paid in the
future.

RECENT  SALES  OF  UNREGISTERED  SECURITIES.

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.

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.

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>
<CAPTION>

Name                Amount Received      Consideration Paid
------------------  ---------------  ---------------------------
<S>                 <C>              <C>

Thomas A. Thomsen.   333,334 shares  500 shares of Corners, Inc.
                                         common stock

Dianne Hatton-Ward   333,333 shares  500 shares of Corners, Inc.
                                         common stock

Susan Santage. . .   333,333 shares  500 shares of Corners, Inc.
                                         common stock
</TABLE>

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.

ITEM  6.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATION

YEARS  ENDED  DECEMBER  31,  2002  AND  2001

The  Company was did not generate any revenue during the year ended December 31,
2002.  For  the  year ended December 31, 2001, the Company had revenue of $1,267
from  limited  operations.

General and administrative expenses at December 31, 2002 were $5,366 compared to
general  and  administrative  expenses of $7,250 for the year ended December 31,
2001.  Expenses  in  both  years were largely due to accounting, legal and other
professional  costs.


                                        6
<PAGE>

As  a result of the foregoing, the Company realized net losses of $5,366 for the
year  ended  December  31, 2002 and $5,983 for the year ended December 31, 2001.
The  Company's  net  loss  is  attributable  to  a  lack of business and ongoing
professional  costs  associated  with  preparing  the  Company's public reports.

LIQUIDITY  AND  CAPITAL  RESOURCES

At  December  31,  2002,  assets  consisted  of  $2,090  in  cash.  Liabilities
consisted  of $1,626 in accounts payable giving the Company a working capital of
$464.  At  December  31, 2001, the Company's assets consisted of $2,127 in cash.
Liabilities  in  2001  consisted  of  $1,641  in  accounts  payable.

Currently,  the  Company  has  no material commitments for capital expenditures.
Management  anticipates  that operating expenses for the next twelve months will
be  approximately  $5,000 to $6,000.  Management believes that it has sufficient
cash  to  meet  its  immediate  operational  needs.  However,  we  will  require
additional  capital to cover ongoing operating expenses.  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.

ITEM  7.  FINANCIAL  STATEMENTS

The  financial  statements  of  the  Company  appear  at  the end of this report
beginning  with  the  Index  to  Financial  Statements  on  page  13.

ITEM  8.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING AND
FINANCIAL  DISCLOSURE

None.

                                    PART III

ITEM  9.  DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL  PERSONS

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

<TABLE>
<CAPTION>

Name                Age              Positions                  Since
------------------  ---  ---------------------------------  --------------
<S>                 <C>  <C>                                <C>

Thomas A. Thomsen.   27  President and Director             November, 2000

Dianne Hatton-Ward   46  Vice President and Director        November, 2000

Susan Santage. . .   41  Secretary/ Treasurer and Director  November, 2000
</TABLE>

The  following  is  information  on  the business experience of each officer and
director.

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.


                                        7
<PAGE>

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.

SUSAN  SANTAGE,  Secretary,  Treasurer 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  several  companies  including Break-thru Industries, KLCY
Radio  Station,  Phoenix  Aviation,  Inc.,  and the Salt Lake Community College.

ITEM  10.  EXECUTIVE  COMPENSATION

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.

ITEM  11.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND  MANAGEMENT

The  following  table  sets  forth  as  of  December  31,  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.

<TABLE>
<CAPTION>

Name and Address of Directors,                 Amount and Nature of  Percent of Class of
Executive Officers and 5% Beneficial Owners    Beneficial Ownership      Common Stock
<S>                                            <C>                   <C>

Thomas A. Thomsen  (1) (2). . . . . . . . . .               436,285                 36.1%
1981 East 4800 South, Suite 100
Salt Lake City, Utah  84117

Dianne Hatton-Ward  (1) . . . . . . . . . . .               333,333                 27.6%
1981 East 4800 South, Suite 100
Salt Lake City, Utah  84117

Susan Santage  (1). . . . . . . . . . . . . .               333,333                 27.6%
1981 East 4800 South, Suite 100
Salt Lake City, Utah  84117

Directors and Executive Officers as a Group:.             1,102,951                 91.2%
 Three Persons
</TABLE>

     (1)  Officer  and  director  of  the  Company.


                                        8
<PAGE>

     (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.

ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

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.

ITEM  13.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

<TABLE>
<CAPTION>

EXHIBIT NUMBER  TITLE                                                 LOCATION
<C>             <S>                                                   <C>

          99.1  Certification of Chief Executive Officer pursuant to  Attached
                Section 906 of the Sarbanes-Oxley Act of 2002

          99.2  Certification of Chief Financial Officer pursuant to  Attached
                Section 906 of the Sarbanes-Oxley Act of 2002

          99.3  Corporate Code of Ethics . . . . . . . . . . . . . .  Attached
</TABLE>


REPORTS  ON  FORM  8-K

FrameWaves  did not file any reports on Form 8-K during the last three months of
the  period  reflected  by  this  report.

ITEM  14.  CONTROLS  AND  PROCEDURES

Within the 90-day period prior to the date of this report, we have 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.  We  have  recently  adopted  a  Code of Ethics and Business Conduct
authorizing  the  establishment  of  an  audit  committee  to  ensure  that  our
disclosure controls and procedures remain effective.  The Code is attached as an
exhibit  to  this  report.


                                        9
<PAGE>

                                   SIGNATURES

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.

                                   FRAMEWAVES,  INC.


Date:  March  21,  2003            /s/Thomas  A.  Thomsen
                                   -------------------------
                                   Thomas  A.  Thomsen
                                   Chief  Executive  Officer




Date:  March  22,  2003            /s/Susan  Santage
                                   -------------------------
                                   Susan  Santage
                                   Chief  Financial  Officer


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.



March  21,  2003     /s/Thomas  A.  Thomsen,  Director
                     ---------------------------------
                        Thomas  A.  Thomsen


March  23,  2003     /s/Diane  Hatton-Ward,  Director
                     --------------------------------
                        Diane  Hatton-Ward


March  22,  2003     /s/Susan  Santage,  Director
                     ------------------------------
                        Susan  Santage


                                       10
<PAGE>

          CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
            PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

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

1.  I  have  reviewed  this  annual  report  on  Form  10-KSB  of  the  Company;

2.  Based  on  my  knowledge,  this  annual  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 annual
report;

3.  Based  on  my  knowledge,  the  financial  statements,  and  other financial
information  included  in  this  annual  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 annual report;

4.  The  registrant's  other  certifying  officers  and  I  are  responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  we  have:

     a) designed such disclosure controls and procedures 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  annual  report is being
     prepared;

     b)  evaluated the effectiveness of the registrant's disclosure controls and
     procedures  as  of  a  date within 90 days prior to the filing date of this
     annual  report  (the  "Evaluation  Date");  and

     c)  presented in this annual report our conclusions about the effectiveness
     of the disclosure controls and procedures based on our evaluation as of the
     Evaluation  Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most  recent evaluation, 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  in  the design or operation of internal
     controls  which  could adversely affect the registrant's ability to record,
     process,  summarize  and  report financial data and have identified for the
     registrant's  auditors  any  material  weaknesses in internal controls; and

     b)  any  fraud,  whether or not material, that involves management or other
     employees  who  have  a  significant  role  in  the  registrant's  internal
     controls;  and

6.  The  registrant's  other  certifying  officers  and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard  to  significant  deficiencies  and  material  weaknesses.

March  21,  2003                   /s/Thomas  A.  Thomsen
                                   -------------------------
                                   Chief  Executive  Officer


                                       11
<PAGE>

          CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
            PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

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

1.  I  have  reviewed  this  annual  report  on  Form  10-KSB  of  the  Company;

2.  Based  on  my  knowledge,  this  annual  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 annual
report;

3.  Based  on  my  knowledge,  the  financial  statements,  and  other financial
information  included  in  this  annual  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 annual report;

4.  The  registrant's  other  certifying  officers  and  I  are  responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  we  have:

     a) designed such disclosure controls and procedures 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  annual  report is being
     prepared;

     b)  evaluated the effectiveness of the registrant's disclosure controls and
     procedures  as  of  a  date within 90 days prior to the filing date of this
     annual  report  (the  "Evaluation  Date");  and

     c)  presented in this annual report our conclusions about the effectiveness
     of the disclosure controls and procedures based on our evaluation as of the
     Evaluation  Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most  recent evaluation, 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  in  the design or operation of internal
     controls  which  could adversely affect the registrant's ability to record,
     process,  summarize  and  report financial data and have identified for the
     registrant's  auditors  any  material  weaknesses in internal controls; and

     b)  any  fraud,  whether or not material, that involves management or other
     employees  who  have  a  significant  role  in  the  registrant's  internal
     controls;  and

6.  The  registrant's  other  certifying  officers  and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard  to  significant  deficiencies  and  material  weaknesses.


March  22,  2003                   /s/Susan  Santage
                                   -------------------------
                                   Chief  Financial  Officer


                                       12
<PAGE>

<TABLE>
<CAPTION>

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

                           INDEX


                                                   Page
                                                   ----
<S>                                                <C>
Independent Auditors' Report. . . . . . . . . . .    14

Financial Statements:

  Consolidated Balance Sheets . . . . . . . . . .    15

  Consolidated Statements of Operations . . . . .    16

  Consolidated Statements of Stockholders' Equity    17

  Consolidated Statements of Cash Flows . . . . .    19

  Notes to Consolidated Financial Statements. . .    20
</TABLE>


                                       13
<PAGE>

INDEPENDENT  AUDITORS'  REPORT



To  the  Board  of  Directors  and  Stockholders
of  FrameWaves,  Inc.  and  Subsidiary

We have audited the accompanying consolidated balance sheets of FrameWaves, Inc.
(a  Nevada corporation) and subsidiary as of December 31, 2002 and 2001, and the
related  consolidated  statements of income, stockholders' equity and cash flows
for  the  years  ended  December  31,  2002,  2001 and 2000.  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.

We  conducted  our  audits  in  accordance with U.S. 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.

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, 2002 and 2001, and the results of their operations
and  their  cash  flows  for the years ended December 31, 2002, 2001 and 2000 in
conformity  with  U.S.  generally  accepted  accounting  principles.




Salt  Lake  City,  Utah
March  14,  2003


                                       14
<PAGE>

<TABLE>
<CAPTION>


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

                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 2002 and 2001


     Assets
     ------

                                            December 31,    December 31,
                                                2002            2001
                                           --------------  --------------
<S>                                        <C>             <C>
Current Assets:
  Cash. . . . . . . . . . . . . . . . . .  $       2,090   $       2,127
                                           --------------  --------------

      Total current assets. . . . . . . .  $       2,090   $       2,127
                                           --------------  --------------

      Total Assets. . . . . . . . . . . .  $       2,090   $       2,127
                                           ==============  ==============


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

Current Liabilities:
Accounts payable. . . . . . . . . . . . .  $       1,626   $       1,641
                                           --------------  --------------

      Total current liabilities . . . . .          1,626           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. . . . . . . .         26,983          21,639

Deficit accumulated during the
    development stage . . . . . . . . . .        (27,728)        (22,362)
                                           --------------  --------------

      Total Stockholders' Equity. . . . .            464             486
                                           --------------  --------------

      Total Liabilities and Stockholders'
        Equity. . . . . . . . . . . . . .  $       2,090   $       2,127
                                           ==============  ==============
</TABLE>

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


                                       15
<PAGE>

<TABLE>
<CAPTION>

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

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                  YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000


                                                      For the period
                                                      December 31, 1993
                                                      (Quasi  -
                                                      Reorganization)
                                                      Through
                                                      December 31,
                         2002      2001      2000        2002
                       --------  --------  ---------  ---------
<S>                    <C>       <C>       <C>        <C>
Revenues. . . . . . .  $    --   $ 1,267   $     --   $  1,267

Expenses, general
  and administrative.    5,366     7,250     16,379     28,995
                       --------  --------  ---------  ---------

  Operating loss. . .   (5,366)   (5,983)   (16,379)   (27,728)

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

  Net Loss. . . . . .  $(5,366)  $(5,983)  $(16,379)  $(27,728)
                       ========  ========  =========  =========

Net loss per share. .  $    --   $  (.01)  $   (.18)  $   (.02)
                       ========  ========  =========  =========
</TABLE>

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


                                       16
<PAGE>

<TABLE>
<CAPTION>


                                FRAMEWAVES,  INC.  AND  SUBSIDIARY
                                 (A  Development  Stage  Company)
                       CONSOLIDATED  STATEMENTS  OF  STOCKHOLDERS'  EQUITY
                       YEARS  ENDED  DECEMBER  31,  2002,  2001  AND  2000

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

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

Balance, December 31, 1999 . . .                 65,60        66                     (66)          --

Net loss for the year ended
  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)          --

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)
                                  ====================  ========  ========================  ===========
</TABLE>

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


                                       17
<PAGE>

<TABLE>
<CAPTION>

                        FRAMEWAVES, INC. AND SUBSIDIARY
                          (A Development Stage Company)
            CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY-CONTINUED
                  YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000


                                                              Deficit
                                                              Accumulated
                                                 Additional   During the
                               Common  Stock     Paid-in      Development
                             ------------------
                              Shares    Amount   Capital        Stage
                             ---------  -------  -----------  -----------
<S>                          <C>        <C>      <C>          <C>
Balance, December 31, 2000.  1,208,569  $ 1,209  $ 19,518      $(16,379)

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

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

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

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 .         --       --        --        (5,366)
                             ---------  -------  -----------  -----------

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

</TABLE>

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


                                       18
<PAGE>

<TABLE>
<CAPTION>

                                 FRAMEWAVES,  INC.  AND  SUBSIDIARY
                                  (A  Development  Stage  Company)
                              CONSOLIDATED  STATEMENTS  OF  CASH  FLOWS
                        YEARS  ENDED  DECEMBER  31,  2002,  2001  AND  2000

                                                                            For the period
                                                                            December 31,1993
                                                                               (Quasi-
                                                                            Reorganization)
                                                                               Through
                                                                            December 31,
                                               2002      2001      2000         2002
                                             --------  --------  ---------  --------------
<S>                                          <C>       <C>       <C>        <C>

Cash flows from
operating activities:
Net loss. . . . . . . . . . . . . . . . . .  $(5,366)  $(5,983)  $(16,379)  $  (27,728)

Adjustments to
reconcile net income
to cash provided by
operating activities:
Contribution from
shareholder . . . . . . . . . . . . . . . .    5,344     2,121      9,817       17,282

Common stock issued
for services. . . . . . . . . . . . . . . .       --        --      5,000        5,000
Increase (decrease) in
accounts payable. . . . . . . . . . . . . .      (15)       79      1,562        1,626
                                             --------  --------  ---------  --------------

Net cash used
by operating activities:                         (37)   (3,783)        --       (3,820)
                                             --------  --------  ---------  --------------

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

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

Net increase (decrease)
in cash . . . . . . . . . . . . . . . . . .      (37)   (3,783)     5,910        2,090

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

Cash, end of period . . . . . . . . . . . .  $ 2,090   $ 2,127   $  5,910   $    2,090
                                             ========  ========  =========  ==============

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

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

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


                                       19
<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. 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.


                                       20
<PAGE>

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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


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

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 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.

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 December 31, 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 December 31, 2002, there are
     no  options  or warrants outstanding to acquire the Company's common stock.

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

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

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

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


                                       21
<PAGE>






</TEXT>
</DOCUMENT>
