1                                                                                                                                                Remove the backing and glass from your photo frame.

Cover your workspace (preferably outdoors) with newspaper and lay your photo frame right-side up on the paper. Spray paint the frame with your choice of color. Consider the design of the room you are using it in when choosing your color. Allow the paint to dry.

Measure the photo frame backing with your ruler and cut the cardboard and cork sheeting to the same size with a utility knife.

Spray the cardboard with spray adhesive and smooth the cork sheeting onto the cardboard so that the edges match exactly. Allow the adhesive to dry.

Apply a layer of latex paint in any color you like onto the cork sheeting with a sponge brush. Smooth the layer on so there ae no streaks or paint drips. Allow the paint to dry and apply a second coat the same way if the coverage is thin and you can see the cork color through the paint.

Place the corkboard into the photo frame so that the cork is in place of the glass and replace the backing onto the frame. Dispose of the glass or store it somewhere safe for another project.    (From Ehow.com)