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<SEC-DOCUMENT>0001164621-04-000022.txt : 20040323
<SEC-HEADER>0001164621-04-000022.hdr.sgml : 20040323
<ACCEPTANCE-DATETIME>20040323132940
ACCESSION NUMBER:		0001164621-04-000022
CONFORMED SUBMISSION TYPE:	10KSB
PUBLIC DOCUMENT COUNT:		5
CONFORMED PERIOD OF REPORT:	20031231
FILED AS OF DATE:		20040323

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			FRAMEWAVES INC
		CENTRAL INDEX KEY:			0000788611
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-MISCELLANEOUS REPAIR SERVICES [7600]
		IRS NUMBER:				820404220
		STATE OF INCORPORATION:			NV
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		10KSB
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	033-02783-S
		FILM NUMBER:		04684567

	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,  2003

[  ]     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 a minimal market and limited trading volume for the
issuer's  common  stock  during fiscal year 2003.  The aggregate market value of
the  issuer's common stock held by non-affiliates at December 31, 2003 is deemed
to  be  $12,725.

At  December 31, 2003, 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                    7

          Item 7.  Financial Statements                                                         7

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

          Item 8A. Controls and Procedures                                                      8

PART III  Item 9.  Directors, Executive Officers, Promoters and Control Persons; Compliance
          with Section 16(a) of the Exchange Act                                                8

          Item 10.  Executive Compensation                                                      9

          Item 11.  Security Ownership of Certain Beneficial Owners and Management              9

          Item 12.  Certain Relationships and Related Transactions                             10

          Item 13.  Exhibits and Reports on Form 8-K                                           10

          Item 14.  Principal Accountant Fees and Services                                     10

          Signatures                                                                           12
</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 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,  2003, the Company had 472 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

2003                              HIGH   LOW     HIGH    LOW
<S>                               <C>    <C>     <C>     <C>
January 2 through March 31 . . .   .10    .10      3        3

April 1 through June 30. . . . .   .15    .10      3        3

July 1 through September 30. . .   .11    .10      3.05     3

October 1 through December 31. .   .11    .11      3.05     3.05


                                  CLOSING BID    CLOSING ASK

2002                              HIGH   LOW     HIGH    LOW

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>


                                        5
<PAGE>

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
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.


                                        6
<PAGE>

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

YEARS  ENDED  DECEMBER  31,  2003  AND  2002

The  Company  did  not  generate any revenue during the years ended December 31,
2003  and  2002.

General and administrative expenses at December 31, 2003 were $5,955 compared to
general  and  administrative  expenses of $5,366 for the year ended December 31,
2002.  Expenses  in  both  years were largely due to accounting, legal and other
professional  costs.

As  a result of the foregoing, the Company realized net losses of $5,955 for the
year  ended  December  31, 2003 and $5,366 for the year ended December 31, 2002.
The  Company's  net  loss  is  attributable  to  a  lack of business and ongoing
professional  costs  associated  with  preparing  the  Company's public reports.

YEARS  ENDED  DECEMBER  31,  2002  AND  2001

The Company did not generate any revenue during the year ended December 31, 2002
compared  to  revenue  of  $1,267  for  the  year  ended  December  31,  2001.

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.

LIQUIDITY  AND  CAPITAL  RESOURCES

At  December  31,  2003,  assets  consisted  of  $2,040  in  cash.  Liabilities
consisted  of $2,617 in accounts payable leaving the Company without any working
capital.  At  December  31,  2002,  the  Company's assets consisted of $2,090 in
cash.  Liabilities  in  2002  consisted  of  $1,626  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 does not have
sufficient  cash  to  meet  its  immediate  operational  needs  and 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.


                                        7
<PAGE>

ITEM  8A.  CONTROLS  AND  PROCEDURES

(a)     Evaluation  of  Disclosure  Controls  and  Procedures.  The  Company's
management,  with the participation of the chief executive officer and the chief
financial  officer,  carried  out  an  evaluation  of  the  effectiveness of the
Company's  "disclosure,  controls  and procedures" (as defined in the Securities
Exchange  Act  of 1934 (the "Exchange Act") Rules 13a-15(3) and 15-d-15(3) as of
the  end  of  the  period covered by this annual report (the "Evaluation Date").
Based  upon that evaluation, the chief executive officer and the chief financial
officer  concluded  that,  as  of the Evaluation Date, the Company's disclosure,
controls  and procedures are effective, providing them with material information
relating  to  the Company as required to be disclosed in the reports the Company
files  or  submits  under  the  Exchange  Act  on  a  timely  basis.

(b)     Changes  in  Internal  Control  over Financial Reporting.  There were no
changes  in  the  Company's internal controls over financial reporting, known to
the chief executive officer or the chief financial officer, that occurred during
the period covered by this report that has materially affected, or is reasonably
likely  to  materially  affect,  the  Company's  internal control over financial
reporting.

                                    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.

The  Company  has  no audit committee financial expert, as defined under Section
228.401, serving on its audit committee because it has no audit committee and is
not  required  to have an audit committee because it is not a listed security as
defined  in  Section  240.10A-3.

<TABLE>
<CAPTION>

Name                Age              Positions                  Since
- ------------------  ---  ---------------------------------  --------------

<S>                 <C>  <C>                                <C>

Thomas A. Thomsen.   28  President and Director             November, 2000

Dianne Hatton-Ward   47  Vice President and Director        November, 2000

Susan Santage. . .   42  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.

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.


                                        8
<PAGE>

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,  2003,  the  name  and
shareholdings  of  each  person known to us that either directly or beneficially
holds  more  than  5%  of  our 1,208,994 issued and outstanding shares of common
stock,  par value $.001. The table also lists the name and shareholdings of each
director  and  of  all  officers  and directors as a group.  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). . . . . . . . . .                86,285                  7.1%
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                 62.3%
Three Persons
</TABLE>

(1)  Officer  and  director  of  the  Company.
(2)  Mr.  Thomsen  owns  83,334  shares  directly,  and  2,951 shares indirectly
     through  European  Holdings,  Inc.  Mr.  Thomsen owns and controls European
     Holdings,  Inc.


                                        9
<PAGE>


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  Title                                                      Location
<C>      <S>                                                        <C>

   31.1  Certification of the Principal Executive Officer. . . . .  Attached
         pursuant to Section 302 of the Sarbanes-Oxley Act of
         2002

   31.2  Certification of the Principal Financial Officer pursuant  Attached
         to Section 302 of the Sarbanes-Oxley Act of 2002

   32.1  Certification of the Principal Executive Officer. . . . .  Attached
         pursuant to U.S.C. Section 1350 as adopted pursuant to
         Section 906 of the Sarbanes-Oxley Act of 2002

   32.2  Certification of the Principal Financial Officer pursuant  Attached
         to U.S.C. Section 1350 as adopted pursuant to Section
         906 of the Sarbanes-Oxley Act of 2002
</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.  PRINCIPAL  ACCOUNTANT  FEES  AND  SERVICES

Audit  Fee
- ----------

The aggregate fees billed for each of the last two fiscal years for professional
services rendered by the principal account for the audit of FrameWaves, Inc. and
Subsidiary's  annual  financial  statement  and  review  of financial statements
included  in  FrameWaves,  Inc.  and  Subsidiary's  10-QSB  reports and services
normally  provided by the accountant in connection with statutory and regulatory
filings  or  engagements  were  $2,130 for fiscal year ended 2002 and $2,335 for
fiscal  year  ended  2003.

Audit-Related  Fees
- -------------------

There  were no fees for other audit related services for fiscal year ended 2003.

Tax  Fees
- ---------

There  were  no  fees  for  tax  compliance, tax advice and tax planning for the
fiscal  years  2003  and  2002.


                                       10
<PAGE>

All  Other  Fees
- ----------------

There were no other aggregate fees billed in either of the last two fiscal years
for  products  and services provided by the principal accountant, other than the
services  reported  above.

We do not have an audit committee currently serving and as a result our board of
directors  performs  the  duties  of an audit committee.  Our board of directors
will evaluate and approve in advance, the scope and cost of the engagement of an
auditor before the auditor renders audit and non-audit services.  We do not rely
on  pre-approval  policies  and  procedures.


                                       11
<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 18,  2004              /s/  Thomas  A.  Thomsen
                                   -------------------------
                                   Thomas  A.  Thomsen
                                   Chief  Executive  Officer




Date: March 18,  2004              /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.


Date: March 18,  2004              /s/  Thomas  A.  Thomsen
                                   -------------------------
                                   Thomas  A.  Thomsen
                                   Director


Date: March 18,  2004              /s/  Susan  Santage
                                   -------------------------
                                   Susan  Santage
                                   Director


Date: March 18,  2004              /s/  Dianne  Hatton-Ward
                                   ------------------------
                                   Dianne  Hatton-Ward
                                   Director


                                       12
<PAGE>

<TABLE>
<CAPTION>


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

                 TABLE  OF  CONTENTS

                                                  Page
                                                  ----
<S>                                                <C>
Independent Auditor's 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 . . .  21
</TABLE>


                                       13
<PAGE>

INDEPENDENT  AUDITOR'S  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, 2003 and 2002, and the
related  consolidated  statements of income, stockholders' equity and cash flows
for  the  years  ended  December  31,  2003,  2002 and 2001.  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, 2003 and 2002, and the results of their operations
and  their  cash  flows  for the years ended December 31, 2003, 2002 and 2001 in
conformity  with  U.S.  generally  accepted  accounting  principles.





Salt  Lake  City,  Utah
March  6,  2004


                                       14
<PAGE>

<TABLE>
<CAPTION>


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

                           CONSOLIDATED BALANCE SHEET

                           DECEMBER 31, 2003 and 2002



                                       December 31,    December 31,
                                           2003            2002
                                      --------------  --------------
<S>                                   <C>             <C>

Assets
- ------------------------------------

Current Assets:
Cash . . . . . . . . . . . . . . . .  $       2,040   $       2,090
                                      --------------  --------------

Total current assets . . . . . . . .  $       2,040   $       2,090
                                      --------------  --------------

Total Assets . . . . . . . . . . . .  $       2,040   $       2,090
                                      ==============  ==============


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

Current Liabilities:
Accounts payable . . . . . . . . . .  $       2,617   $       1,626
                                      --------------  --------------

Total current liabilities. . . . . .          2,617           1,626
                                      --------------  --------------


Stockholders' Equity:
     Common stock, $.001 par value
    100,000,000 shares authorized,
    1,208,994 issued and outstanding          1,209           1,209

Additional paid-in capital . . . . .         31,897          26,983

Deficit accumulated during the
    development stage. . . . . . . .        (33,683)        (27,728)
                                      --------------  --------------

Total stockholders' equity . . . . .           (577)            464
                                      --------------  --------------

Total Liabilities and Stockholders'
Equity . . . . . . . . . . . . . . .  $       2,040   $       2,090
                                      ==============  ==============
</TABLE>

    THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE CONSOLIDATED FINANCIAL
                                  STATEMENTS.


                                       15
<PAGE>

<TABLE>
<CAPTION>


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

     CONSOLIDATED  STATEMENTS  OF  OPERATIONS

                  YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001


                                                              For the period
                                                               December 31,
                                                                  1993
                                                                (Quasi -
                                                              Reorganization)
                                                                Through
                                                              December 31,
                         2003         2002          2001          2003
<S>                  <C>           <C>          <C>           <C>


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

Expenses, general
and administrative.        5,955        5,366         7,250        34,950
                     ------------  -----------  ------------  ---------------

Operating loss. . .       (5,955)      (5,366)       (5,983)      (33,683)

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

Net Loss. . . . . .  $    (5,955)  $   (5,366)  $    (5,983)  $   (33,683)
                     ============  ===========  ============  ===============

Net loss per share.  $        --   $       --   $        --   $      (.03)
                     ============  ===========  ============  ===============
</TABLE>

    THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE CONSOLIDATED FINANCIAL
                                  STATEMENTS.


                                       16
<PAGE>

<TABLE>
<CAPTION>


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

                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

                  YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001

                                                                  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. . .         --       --        --          --

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 CONSOLIDATED FINANCIAL
                                  STATEMENTS.


                                       17
<PAGE>

<TABLE>
<CAPTION>


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

                  CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - CONTINUED

                          YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001

                                                                                     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)

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

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

Balance, December 31, 2003.      1,208,994  $                1,209  $    31,897  $     (33,683)
                             =============  ======================  ===========  ==============
</TABLE>

    THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE CONSOLIDATED FINANCIAL
                                  STATEMENTS.


                                       18
<PAGE>

<TABLE>
<CAPTION>


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

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                  YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001

                                                           For the period
                                                           December 31,1993
                                                             (Quasi  -
                                                           Reorganization)
                                                             Through
                                                           December 31,
                              2003      2002      2001        2003
                            --------  --------  --------  ----------------
<S>                         <C>       <C>       <C>       <C>
Cash flows from
  operating activities:
    Net loss . . . . . . .  $(5,955)  $(5,366)  $(5,983)  $     (33,683)

Adjustments to
  reconcile net income
  to cash provided by
  operating activities:
    Contribution from
      shareholder. . . . .    4,914     5,344     2,121          22,196

    Common stock issued
      for services . . . .       --        --        --           5,000

    Increase (decrease) in
      accounts payable . .      991       (15)       79           2,617
                            --------  --------  --------  ----------------

Net cash used
by operating
activities:. . . . . . . .      (50)      (37)   (3,783)         (3,870)
                            --------  --------  --------  ----------------

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

Cash flows from
financing activities:
  Issuance of
   common stock. . . . . .       --        --        --           5,000
                            --------  --------  --------  ----------------
</TABLE>

    THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE CONSOLIDATED FINANCIAL
                                  STATEMENTS.


                                       19
<PAGE>

<TABLE>
<CAPTION>


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

                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

                  YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001

                                                      For  the  period
                                                       December  31,
                                                     1993  (Quasi  -
                                                     Reorganization)
                                                          Through
                                                      December  31,
                          2003     2002      2001          2003
                         -------  -------  --------  -----------------
<S>                      <C>      <C>      <C>       <C>
Net increase (decrease)
  in cash . . . . . . .     (50)     (37)   (3,783)         2,040

Cash, beginning
of period . . . . . . .   2,090    2,127     5,910             --
                         -------  -------  --------  -----------------

Cash, end of period . .  $2,040   $2,090   $ 2,127   $      2,040
                         =======  =======  ========  =================

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

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

    THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE CONSOLIDATED FINANCIAL
                                  STATEMENTS.


                                       20
<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


                                       21
<PAGE>

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

     development  stage  on  December  31,  1993,  as it discontinued all of its
     previous  operations.  These  financial  statements  have  been restated to
     reflect  the  change.

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

     On December 27, 2000, the Company approved a 100 for 1 reverse split of the
     issued and outstanding common stock but no 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, 2003, 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, 2003, 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.

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

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


                                       22
<PAGE>







</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.1
<SEQUENCE>3
<FILENAME>doc2.txt
<TEXT>


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

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

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

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

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

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

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

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

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

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

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

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

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



                                   /s/ Thomas  A.  Thomsen
                                   -------------------------
                                   Thomas  A.  Thomsen
                                   Chief  Executive  Officer
Date: March 18,  2004






</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.2
<SEQUENCE>4
<FILENAME>doc3.txt
<TEXT>


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

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

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

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

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

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

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

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

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

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

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

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

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

                                   /s/  Susan  Santage
                                   ---------------------------
                                   Susan  Santage
                                   Chief  Financial  Officer

Date: March 18,  2004






</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32.1
<SEQUENCE>5
<FILENAME>doc4.txt
<TEXT>


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


In  connection  with  the Annual Report of Framewaves, Inc. a Nevada corporation
(the  "Company"),  on Form 10-KSB for the annual period ending December 31, 2003
as  filed  with the Securities and Exchange Commission (the "Report"), I, Thomas
A. Thomsen, Chief Executive Officer of the Company, certify, pursuant to Section
906  of  the  Sarbanes-Oxley  Act  of  2002, 18 U.S.C. Section 1350), that to my
knowledge:

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

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


                                     /s/  Thomas  A.  Thomsen
                                     ------------------------
                                     Thomas  A.  Thomsen
                                     Chief  Executive  Officer
Date: March 18,  2004






</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32.2
<SEQUENCE>6
<FILENAME>doc5.txt
<TEXT>


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


In  connection  with  the Annual Report of Framewaves, Inc. a Nevada corporation
(the  "Company"),  on Form 10-KSB for the annual period ending December 31, 2003
as  filed  with  the Securities and Exchange Commission (the "Report"), I, Susan
Santage,  Chief  Financial  Officer of the Company, certify, pursuant to Section
906  of  the  Sarbanes-Oxley  Act  of  2002, 18 U.S.C. Section 1350), that to my
knowledge:

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

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



                                        /s/  Susan  Santage_____________
                                        -------------------------
                                        Susan  Santage
                                        Chief  Financial  Officer
Date: March 18,  2004






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