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<SEC-DOCUMENT>0001164621-03-000029.txt : 20030326
<SEC-HEADER>0001164621-03-000029.hdr.sgml : 20030325
<ACCEPTANCE-DATETIME>20030325213952
ACCESSION NUMBER:		0001164621-03-000029
CONFORMED SUBMISSION TYPE:	10KSB
PUBLIC DOCUMENT COUNT:		4
CONFORMED PERIOD OF REPORT:	20021231
FILED AS OF DATE:		20030326

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:		03616801

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


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



In connection with the Annual Report of FrameWaves, Inc. (the "Company") on Form
10-KSB  for  the  year  ended December 31, 2002 as filed with the Securities and
Exchange  Commission  on  the  date hereof (the "Report"), I, Thomas A. Thomsen,
Chief  Executive  Officer of the Company, certify, pursuant to 18 U.S.C. section
1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that
to  the  best  of  my  knowledge:

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

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




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






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


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



In connection with the Annual Report of FrameWaves, Inc. (the "Company") on Form
10-KSB  for  the period ended December 31, 2002 as filed with the Securities and
Exchange  Commission  on the date hereof (the "Report"), I, Susan Santage, Chief
Financial  Officer  of the Company, certify, pursuant to 18 U.S.C. section 1350,
as  adopted  pursuant  to section 906 of the Sarbanes-Oxley Act of 2002, that to
the  best  of  my  knowledge:

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

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




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




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.3
<SEQUENCE>5
<FILENAME>doc4.txt
<TEXT>


  CODE OF ETHICS AND BUSINESS CONDUCT FOR OFFICERS, DIRECTORS AND EMPLOYEES OF
                                FRAMEWAVES, INC.


     1.  TREAT  IN  AN ETHICAL MANNER THOSE TO WHOM FRAMEWAVES HAS AN OBLIGATION

We  are  committed  to  honesty, just management, fairness, providing a safe and
healthy  environment  free  from  the  fear  of  retribution, and respecting the
dignity  due  everyone.

For  the communities in which we live and work we are committed to observe sound
environmental  business  practices  and  to  act  as  concerned  and responsible
neighbors,  reflecting  all  aspects  of  good  citizenship.

For  our  shareholders  we  are  committed to pursuing sound growth and earnings
objectives  and  to  exercising prudence in the use of our assets and resources.

     2.  PROMOTE  A  POSITIVE  WORK  ENVIRONMENT

All employees want and deserve a workplace where they feel respected, satisfied,
and  appreciated.  We  respect cultural diversity and recognize that the various
communities  in  which  we  may  do business may have different legal provisions
pertaining  to  the  workplace.  As  such,  we  will  adhere  to the limitations
specified  by  law  in  all of our localities, and further, we will not tolerate
harassment  or  discrimination  of any kind -- especially involving race, color,
religion,  gender,  age,  national  origin,  disability,  and veteran or marital
status.

Providing  an  environment  that  supports  honesty,  integrity, respect, trust,
responsibility, and citizenship permits us the opportunity to achieve excellence
in  our  workplace.  While everyone who works for the Company must contribute to
the  creation  and  maintenance  of  such  an  environment,  our  executives and
management  personnel  assume  special  responsibility  for  fostering  a  work
environment  that  is  free  from the fear of retribution and will bring out the
best  in  all  of  us. Supervisors must be careful in words and conduct to avoid
placing,  or seeming to place, pressure on subordinates that could cause them to
deviate  from  acceptable  ethical  behavior.

     3.  PROTECT  YOURSELF,  YOUR  FELLOW  EMPLOYEES,  AND  THE WORLD WE LIVE IN

We  are  committed to providing a drug-free, safe, and healthy work environment,
and  to  observe  environmentally sound business practices. We will strive, at a
minimum,  to  do no harm and where possible, to make the communities in which we
work  a  better  place  to  live.  Each of us is responsible for compliance with
environmental,  health, and safety laws and regulations. Observe posted warnings
and  regulations.  Report immediately to the appropriate management any accident
or  injury  sustained on the job, or any environmental or safety concern you may
have.

     4.  KEEP  ACCURATE  AND  COMPLETE  RECORDS

We  must  maintain  accurate and complete Company records.  Transactions between
the  Company  and  outside  individuals  and  organizations must be promptly and
accurately entered in our books in accordance with generally accepted accounting
practices  and  principles.  No  one  should  rationalize  or  even  consider
misrepresenting  facts  or falsifying records. It will not be tolerated and will
result  in  disciplinary  action.


<PAGE>

     5.  OBEY  THE  LAW

We  will  conduct  our  business  in  accordance  with  all  applicable laws and
regulations.  Compliance  with  the  law  does  not  comprise our entire ethical
responsibility.  Rather,  it  is  a  minimum, absolutely essential condition for
performance  of  our  duties.  In  conducting  business,  we  shall:

          A.  STRICTLY  ADHERE  TO  ALL  ANTITRUST  LAWS

     Officer,  directors  and  employees  must  strictly adhere to all antitrust
     laws. Such laws exist in the United States, the European Union, and in many
     other countries where the Company may conduct business. These laws prohibit
     practices  in  restraint  of  trade  such  as  price  fixing and boycotting
     suppliers  or customers. They also bar pricing intended to run a competitor
     out  of  business; disparaging, misrepresenting, or harassing a competitor;
     stealing  trade  secrets;  bribery;  and  kickbacks.

          B.   STRICTLY  COMPLY  WITH  ALL  SECURITIES  LAWS

     In  our  role  as  a publicly owned company, we must always be alert to and
     comply  with  the  security  laws  and regulations of the United States and
     other  countries.

               I.   DO  NOT  ENGAGE  IN  SPECULATIVE  OR  INSIDER  TRADING

          Federal  law  and  Company  policy  prohibits  officers, directors and
          employees,  directly  or  indirectly through their families or others,
          from  purchasing  or  selling company stock while in the possession of
          material,  non-public  information  concerning  the Company. This same
          prohibition  applies  to  trading  in the stock of other publicly held
          companies  on  the basis of material, non-public information. To avoid
          even  the  appearance  of  impropriety,  Company policy also prohibits
          officers,  directors  and  employees  from trading options on the open
          market  in  Company  stock  under  any  circumstances.

          Material,  non-public  information  is  any  information  that  could
          reasonably  be expected to affect the price of a stock. If an officer,
          director  or employee is considering buying or selling a stock because
          of  inside  information  they  possess,  they  should assume that such
          information  is  material.  It  is  also  important  for  the officer,
          director  or  employee  to  keep  in  mind that if any trade they make
          becomes  the  subject of an investigation by the government, the trade
          will  be  viewed  after-the-fact  with  the  benefit  of  hindsight.
          Consequently,  officers,  directors  and  employees  should  always
          carefully  consider how their trades would look from this perspective.

          Two  simple  rules  can  help  protect you in this area: (1) Don't use
          non-public  information  for  personal gain. (2) Don't pass along such
          information  to  someone  else  who  has  no  need  to  know.

          This  guidance  also  applies to the securities of other companies for
          which  you  receive  information  in  the course of your employment at
          Framewaves.

               II.  BE  TIMELY  AND  ACCURATE  IN  ALL  PUBLIC  REPORTS

          As  a  public  company,  Framewaves  must  be fair and accurate in all
          reports  filed  with  the  United  States  Securities  and  Exchange
          Commission.  Officers,  directors  and  management  of  Framewaves are


<PAGE>

          responsible for ensuring that all reports are filed in a timely manner
          and  that  they  fairly  present the financial condition and operating
          results  of  the  Company.

          Securities  laws  are  vigorously  enforced.  Violations may result in
          severe  penalties  including forced sales of parts of the business and
          significant  fines  against  the  Company. There may also be sanctions
          against  individual  employees  including substantial fines and prison
          sentences.

     The Chief Executive Officer and Chief Financial Officer will certify to the
     accuracy  of  reports  filed  with  the  SEC  in  accordance  with  the
     Sarbanes-Oxley  Act  of  2002.  Officers  and  Directors  who  knowingly or
     willingly make false certifications may be subject to criminal penalties or
     sanctions  including  fines  and  imprisonment.

     6.  AVOID  CONFLICTS  OF  INTEREST

Our  officers, directors and employees have an obligation to give their complete
loyalty to the best interests of the Company.  They should avoid any action that
may  involve, or may appear to involve, a conflict of interest with the company.
Officers,  directors  and  employees  should  not  have  any  financial or other
business  relationships  with  suppliers,  customers  or  competitors that might
impair, or even appear to impair, the independence of any judgment they may need
to  make  on  behalf  of  the  Company.

     HERE  ARE  SOME  WAYS  A  CONFLICT  OF  INTEREST  COULD  ARISE:

     -    Employment by a competitor, or potential competitor, regardless of the
          nature  of  the  employment,  while  employed  by  Framewaves.

     -    Acceptance  of  gifts,  payment,  or services from those seeking to do
          business  with  Framewaves.

     -    Placement  of  business with a firm owned or controlled by an officer,
          director  or  employee  or  his/her  family.

     -    Ownership  of,  or  substantial  interest  in,  a  company  that  is a
          competitor,  client  or  supplier.

     -    Acting  as  a consultant to a Framewaves customer, client or supplier.

     -    Seeking  the  services  or advice of an accountant or attorney who has
          provided  services  to  Framewaves.

Officers,  directors and employees are under a continuing obligation to disclose
any  situation  that  presents  the  possibility  of  a conflict or disparity of
interest  between the officer, director or employee and the Company.  Disclosure
of  any  potential conflict is the key to remaining in full compliance with this
policy.

     7.  COMPETE  ETHICALLY  AND  FAIRLY  FOR  BUSINESS  OPPORTUNITIES

We  must comply with the laws and regulations that pertain to the acquisition of
goods  and  services.  We  will  compete  fairly  and ethically for all business
opportunities.  In  circumstances  where  there  is  reason  to believe that the
release  or receipt of non-public information is unauthorized, do not attempt to
obtain  and  do  not  accept  such  information  from  any  source.


<PAGE>

If  you  are  involved  in  Company  transactions,  you must be certain that all
statements,  communications,  and  representations  are  accurate  and truthful.

     8.  AVOID  ILLEGAL  AND  QUESTIONABLE  GIFTS  OR  FAVORS

The  sale  and marketing of our products and services should always be free from
even  the  perception that favorable treatment was sought, received, or given in
exchange  for  the  furnishing  or  receipt  of  business courtesies.  Officers,
directors  and  employees  of  Framewaves  will neither give nor accept business
courtesies  that  constitute,  or could be reasonably perceived as constituting,
unfair business inducements or that would violate law, regulation or policies of
the  Company,  or  could  cause  embarrassment  to  or reflect negatively on the
Company's  reputation.

     9.  MAINTAIN  THE  INTEGRITY  OF  CONSULTANTS,  AGENTS, AND REPRESENTATIVES

Business  integrity  is  a key standard for the selection and retention of those
who  represent Framewaves.  Agents, representatives, or consultants must certify
their  willingness to comply with the Company's policies and procedures and must
never  be  retained  to  circumvent our values and principles.  Paying bribes or
kickbacks, engaging in industrial espionage, obtaining the proprietary data of a
third  party  without  authority, or gaining inside information or influence are
just  a  few  examples of what could give us an unfair competitive advantage and
could  result  in  violations  of  law.

     10.  PROTECT  PROPRIETARY  INFORMATION

Proprietary  Company  information  may not be disclosed to anyone without proper
authorization.  Keep  proprietary  documents protected and secure. In the course
of  normal  business  activities,  suppliers,  customers,  and  competitors  may
sometimes  divulge  to  you  information  that is proprietary to their business.
Respect  these  confidences.

     11.  OBTAIN  AND  USE  COMPANY  ASSETS  WISELY

Personal  use  of  Company  property must always be in accordance with corporate
policy.  Proper  use  of  Company  property,  information  resources,  material,
facilities, and equipment is your responsibility.  Use and maintain these assets
with  the  utmost  care and respect, guarding against waste and abuse, and never
borrow  or  remove  Company  property  without  management's  permission.

     12.  FOLLOW  THE  LAW  AND  USE COMMON SENSE IN POLITICAL CONTRIBUTIONS AND
          ACTIVITIES

Framewaves  encourages  its employees to become involved in civic affairs and to
participate  in the political process.  Employees must understand, however, that
their involvement and participation must be on an individual basis, on their own
time,  and  at  their  own expense.  In the United States, federal law prohibits
corporations  from  donating  corporate  funds,  goods, or services, directly or
indirectly,  to  candidates for federal offices -- this includes employees' work
time. Local and state laws also govern political contributions and activities as
they  apply  to  their respective jurisdictions, and similar laws exist in other
countries.

     13.  BOARD  COMMITTEES.

The Company shall establish an Audit Committee empowered to enforce this Code of
Ethics.  The Audit Committee will report to the Board of Directors at least once
each  year  regarding the general effectiveness of the Company's Code of Ethics,
the  Company's  controls  and  reporting  procedures  and the Company's business
conduct.


<PAGE>

     14.  DISCIPLINARY  MEASURES.

The  Company  shall consistently enforce its Code of Ethics and Business Conduct
through  appropriate  means  of  discipline.  Violations  of  the  Code shall be
promptly reported to the Audit Committee.  Pursuant to procedures adopted by it,
the Audit Committee shall determine whether violations of the Code have occurred
and,  if  so,  shall determine the disciplinary measures to be taken against any
employee  or  agent  of  the  Company  who  has  so  violated  the  Code.

The  disciplinary  measures, which may be invoked at the discretion of the Audit
Committee,  include,  but  are  not  limited  to,  counseling,  oral  or written
reprimands, warnings, probation or suspension without pay, demotions, reductions
in  salary,  termination  of  employment  and  restitution.

Persons  subject  to  disciplinary  measures  shall  include, in addition to the
violator,  others involved in the wrongdoing such as (i) persons who fail to use
reasonable  care to detect a violation, (ii) persons who if requested to divulge
information  withhold  material  information  regarding  a  violation, and (iii)
supervisors  who  approve  or  condone  the  violations  or attempt to retaliate
against  employees  or  agents  for  reporting  violations  or  violators.


<PAGE>





</TEXT>
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