U. S. Securities and Exchange Commission
                     Washington, D. C.  20549

                           FORM 10-KSB

[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934

     For the fiscal year ended April 30, 1999
                               --------------

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

     For the transition period from _________________ to __________________

                 Commission File No.  33-30158-A
                                      ----------

                     The Theme Factory, Inc.
                     ----------------------
          (Name of Small Business Issuer in its Charter)

        NEVADA                                               62-1386351
-------------------------------                     --------------------------
(State or Other Jurisdiction of                   (I.R.S. Employer I.D. No.)
 incorporation or organization)

                     9005 Cobble Canyon Lane
                        Sandy, Utah 84093
                     -----------------------
             (Address of Principal Executive Offices)

            Issuer's Telephone Number:  (801) 942-0555

                     4700 Wissahickon Avenue
                      Philadelphia, PA 19111
                      ----------------------
  (Former name and former address, if changed since last Report)

Securities Registered under Section 12(b) of the Exchange Act:  None.

Securities Registered under Section 12(g) of the Exchange Act:  None.

     Check whether the Issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the Registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.

     (1)   Yes      No  X          (2)   Yes       No X

     Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained 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.  [ ]

State Issuer's revenues for its most recent fiscal year: April 30, 1999 - $0

For the Exhibit Index, see Part III, Item 13.

     State the aggregate market value of the common voting stock held by non-
affiliates computed by reference to the price at which the stock was sold, or
the average bid and asked prices of such stock, as of a specified date within
the past 60 days.

     October 14, 1999 - $59.  There are approximately 58,831 shares of common
voting stock of the Registrant held by non-affiliates.  During the past five
years, there has been no "public market" for shares of common stock of the
Registrant, so the Registrant has arbitrarily valued these shares on the basis
of par value per share.

           (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                  DURING THE PAST FIVE YEARS)

                         Not Applicable.

           (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

          State the number of shares outstanding of each of the Issuer's
classes of common equity, as of the latest practicable date:

                         October 14, 1999

                            1,418,831

               DOCUMENTS INCORPORATED BY REFERENCE
               -----------------------------------

                         See Part III, Item 13

   Transitional Small Business Issuer Format   Yes  X   No ___

                              PART I

Item 1.  Description of Business.
         -----------------------

Business Development.
--------------------

     Corporate Developments.
     ----------------------

          The Theme Factory, Inc. (the "Company") was organized under the
laws of the State of Nevada on February 1, 1989, under the name "East End
Investment, Inc."  The Company was formed for the purpose of engaging in the
business of investing and all other lawful businesses.   The Company's initial
authorized capital consisted of 25,000,000 shares of $0.001 par value common
voting stock.

          On November 13, 1989, the Company's name was changed to "The Theme
Factory, Inc."

          In April, 1991, the Company approved a reverse spilt whereby the
outstanding common stock was reverse split on a basis of one share for 2.5
shares. Effective June 16, 1997, and in accordance with the Nevada Revised
Statutes, the Board of Directors of the Company, with the written consent of
persons owning a majority of its outstanding voting securities, unanimously
resolved to reverse split its outstanding shares of common stock on a basis of
one for 100, while retaining its authorized capital at 25,000,000 shares of
common stock, $0.001 par value per share, with appropriate adjustments to the
capital accounts of the Company.  On October 8, 1999, this reverse split was
adjusted by an amendment to the Articles of Incorporation of the Company to
provide that no stockholder currently owning 100 or more shares shall be
reduced to less than 100 shares as a result of the reverse split and that no
stockholder, on a per stock certificate of record basis, currently owning less
than 100 shares, shall be affected by the reverse split.  The purpose of the
revised reverse split was to increase the "round lot" holders of post-reverse
split shares of the Company's common stock; shares issued subsequent to the
initial one for 100 reverse split effected on June 16, 1997, were not affected
by the revised reverse split because initial reverse split was taken into
consideration on the issuance of these shares.  All computations hereinafter
take into account this reverse split.

          Copies of the initial Articles of Incorporation, as amended are
attached hereto and incorporated herein by reference.  See Part III, Item 13.

     Public Offering.
     ---------------

          The Company effected a public offering of units consisting of
common stock and warrants in early 1990.  By this reference, the Company's
Registration Statement on Form S-18 of the Securities and Exchange Commission
and its related Prospectus are incorporated herein by reference.  See Part
III, Item 13.

     Sales of Unregistered Securities During the Past Five Years.
     -----------------------------------------------------------

                         Date             Number of           Aggregate
      Name             Acquired            Shares           Consideration(1)
      ----             --------           ---------         -------------
Leonard W. Burningham, 10/17/97             30,000           Services
Esq.

Chiricahua Company, LLC(2)
                       10/17/97          1,300,000           Services

Corrie Merrell         10/17/97             30,000           Services

Todd D. Ross           10/17/97             30,000           Services

          (1)  See the Statements of Stockholders Equity
          contained in the accompanying financial statements,
          Part II, Item 7.

          (2)  David C. Merrell is the sole owner of Chiricahua
          Company, LLC ("Chiricahua Company").

Business.
--------

          The Company has not engaged in any material business operations
since 1989.  Its only activities since that time have consisted of restoring
and maintaining its good standing in the State of Nevada.  The Company has no
material tangible property or assets.

          The Company intends to seek out the acquisition of assets,
property or business that may be beneficial to it and its stockholders.  In
considering whether to complete any such acquisition, the Board of Directors
shall make the final determination, and the approval of stockholders will not
be sought unless required by applicable law, the Company's Articles of
Incorporation or Bylaws or contract.  The Company can give no assurance that
any such endeavor will be successful or profitable.

          The Company is not currently engaging in any substantive business
activity and has no plans to engage in any such activity in the foreseeable
future.  In its present form, the Company may be deemed to be a "shell" and
will be a vehicle to acquire or merge with an operating business or company.

          The Company does not intend to restrict its search to any
particular business or industry, and the areas in which it will seek out
acquisitions, reorganizations or mergers may include, but will not be limited
to, the fields of high technology, manufacturing, natural resources, service,
research and development, communications, transportation, insurance,
brokerage, finance and all medically related fields, among others.

          The Company recognizes that because of its lack of resources, the
number of suitable potential business ventures which may be available to it
will be extremely limited, and may be restricted to entities who desire to
avoid what these entities may deem to be the adverse factors related to an
initial public offering ("IPO").  The most prevalent of these factors include
substantial time requirements, legal and accounting costs, the inability to
obtain an underwriter who is willing to publicly offer and sell shares, the
lack of or the inability to obtain the required financial statements for such
an undertaking, limitations on the amount of dilution public investors will
suffer to the benefit of the stockholders of any such entities, along with
other conditions or requirements imposed by various federal and state
securities laws, rules and regulations.

          Any of these types of entities, regardless of their prospects,
would require the Company to issue a substantial number of shares of its
common stock to complete any such acquisition, reorganization or merger,
usually amounting to between 80% and 95% of the outstanding shares of the
Company following the completion of any such transaction; accordingly,
investments in any such private entity, if available, would be much more
favorable than any investment in the Company.

          Management intends to consider a number of factors prior to making
any decision as to whether to participate in any specific business endeavor,
none of which may be determinative or provide any assurance of success.  These
may include, but will not be limited to an analysis of the quality of the
entity's management personnel; the anticipated acceptability of any new
products or marketing concepts; the merit of technological changes; its
present financial condition, projected growth potential and available
technical, financial and managerial resources; its working capital, history of
operations and future prospects; the nature of its present and expected
competition; the quality and experience of its management services and the
depth of its management; its potential for further research, development or
exploration; risk factors specifically related to its business operations; its
potential for growth, expansion and profit; the perceived public recognition
or acceptance of its products, services, trademarks and name identification;
and numerous other factors which are difficult, if not impossible, to properly
analyze without referring to any objective criteria.

          Regardless, the results of operations of any specific entity may
not necessarily be indicative of what may occur in the future, by reason of
changing market strategies, plant or product expansion, changes in product
emphasis, future management personnel and changes in innumerable other
factors.  Further, in the case of a new business venture or one that is in a
research and development mode, the risks will be substantial, and there will
be no objective criteria to examine the effectiveness or the abilities of its
management or its business objectives.  Also, a firm market for its products
or services may yet need to be established, and with no past track record, the
profitability of any such entity will be unproven and cannot be predicted with
any certainty.

          Management will attempt to meet personally with management and key
personnel of the entity sponsoring any business opportunity afforded to the
Company, visit and inspect material facilities, obtain independent analysis or
verification of information provided and gathered, check references of
management and key personnel and conduct other reasonably prudent measures
calculated to ensure a reasonably thorough review of any particular business
opportunity; however, since the Company has extremely limited current assets
and cash reserves, these activities may be limited, and if undertaken, the
cost and expense thereof will be advanced by management, and may further
dilute the interest of the stockholders of the Company.

          The Company is unable to predict the time as to when and if it may
actually participate in any specific business endeavor.  The Company
anticipates that proposed business ventures will be made available to it
through personal contacts of directors, executive officers and principal
stockholders, professional advisors, broker dealers in securities, venture
capital personnel, members of the financial community and others who may
present unsolicited proposals.  In certain cases, the Company may agree to pay
a finder's fee or to otherwise compensate the persons who submit a potential
business endeavor in which the Company eventually participates.  Such persons
may include the Company's directors, executive officers, beneficial owners or
their affiliates.  In this event, such fees may become a factor in
negotiations regarding a potential acquisition and, accordingly, may present a
conflict of interest for such individuals.

          Because the Company has extremely limited assets, management
anticipates that any finder's fees would be paid in the form of common stock
of the Company, rather than cash.  This would have the effect of further
diluting the shares of current stockholders.  In the event that funds become
available from a company that is a candidate for a merger or acquisition
transaction, such fees may be paid in cash.  Whether paid in the form of
common stock or cash, and whether paid to members of management, beneficial
owners or their affiliates, or unaffiliated third parties, the amount of such
finder's fees will not exceed the amount that the Company would pay to an
unaffiliated third party in an arm's length transaction.

          Further, substantial fees are often paid in connection with the
completion of these types of acquisitions, reorganizations or mergers, ranging
from a small amount to as much as $250,000.  These fees are usually divided
among promoters or founders, after deduction of legal, accounting and other
related expenses, and it is not unusual for a portion of these fees to be paid
to members of management or to principal stockholders as consideration for
their agreement to retire a portion of the shares of common stock owned by
them.  Such fees may become a factor in negotiations regarding any potential
acquisition by the Company and, accordingly, may present a conflict of
interest for such individuals.

          None of the Company's directors, executive officers or promoters,
or their affiliates or associates, has had any negotiations with any
representatives of the owners of any business or company regarding the
possibility of an acquisition or merger transaction with the Company.  Nor are
there any present plans, proposals, arrangements or understandings with any
such persons regarding the possibility of any acquisition or merger involving
the Company.

     Risk Factors.
     ------------

          In any business venture, there are substantial risks specific to
the particular enterprise and which cannot be ascertained until a potential
acquisition, reorganization or merger candidate has been identified; however,
at a minimum, the Company's present and proposed business operations will be
highly speculative and subject to the same types of risks inherent in any new
or unproven venture, and will include those types of risk factors outlined
below.

          Limited Assets; No Source of Revenue.  The Company has no assets
and has had no revenues since 1989.  Nor, will the Company receive any
revenues until it completes an acquisition, reorganization or merger, at the
earliest.  The Company can provide no assurance that any acquired business
will produce any material revenues for the Company or its stockholders or that
any such business will operate on a profitable basis.

          Absence of Substantive Disclosure Relating to Prospective
Acquisitions.  Because the Company has not yet identified any assets, property
or business that it may potentially acquire, potential investors in the
Company will have virtually no substantive information upon which to base a
decision whether or not to invest in the Company.  Potential investors would
have access to significantly more information if the Company had already
identified a potential acquisition or if the acquisition target had made an
offering of its securities directly to the public.  The Company can provide no
assurance that any investment in the Company will not ultimately prove to be
less favorable than such a direct investment.

          Unspecified Industry and Acquired Business; Unascertainable Risks.
To date, the Company has not identified any particular industry or business in
which to concentrate its acquisition efforts.  Accordingly, prospective
investors currently have no basis to evaluate the comparative risks and merits
of investing in the industry or business in which the Company may invest.  To
the extent that the Company may acquire a business in a high risk industry,
the Company will become subject to those risks.  Similarly, if the Company
acquires a financially unstable business or a business that is in the early
stages of development, the Company will become subject to the numerous risks
to which such businesses are subject.  Although management intends to consider
the risks inherent in any industry and business in which it may become
involved, there can be no assurance that it will correctly assess such risks.

          Uncertain Structure of Acquisition.  Management has had no
preliminary contact or discussions regarding, and there are no present plans,
proposals or arrangements to acquire any specific assets, property or
business.  Accordingly, it is unclear whether such an acquisition would take
the form of an exchange of capital stock, a merger or an asset acquisition.
However, because the Company has virtually no resources as of the date of this
Report, management expects that any such acquisition would take the form of an
exchange of capital stock.

          State Restrictions on "Blank Check" Companies.  A total of 36
states prohibit or substantially restrict the registration and sale of "blank
check" companies within their borders.  Additionally, 36 states use "merit
review powers" to exclude securities offerings from their borders in an effort
to screen out offerings of highly dubious quality.  See Paragraph 8221, NASA
Reports, CCH Topical Law Reports, 1990.  The Company intends to comply fully
with all state securities laws, and plans to take the steps necessary to
ensure that any future offering of its securities is limited to those states
in which such offerings are allowed.  However, these legal restrictions may
have a material adverse impact on the Company's ability to raise capital
because potential purchasers of the Company's securities must be residents of
states that permit the purchase of such securities.  These restrictions may
also limit or prohibit stockholders from reselling shares of the Company's
common stock within the borders of regulating states.

          By regulation or policy statement, eight states (Idaho, Maryland,
Missouri, Nevada, New Mexico, Pennsylvania, Utah and Washington) place various
restrictions on the sale or resale of equity securities of "blank check" or
"blind pool" companies.  These restrictions include, but are not limited to,
heightened disclosure requirements, exclusion from "manual listing"
registration exemptions for secondary trading privileges and outright
prohibition of public offerings of such companies.

          Further, all states (with the exception of Alabama, Delaware,
Hawaii, Minnesota, Nebraska and New York) have adopted some form of the Small
Corporate Offering Registration Exemption ("SCORE") program, which permits an
issuer to notify the Securities and Exchange Commission of certain offerings
registered in such states by filing a Form D under Regulation D of the
Securities and Exchange Commission.  States participating in the SCORE program
also allow applications for registration of securities by qualification by
filing a Form U-7 with the states' securities commissions.  In most
jurisdictions, "blank check" and "blind pool" companies are not eligible for
participation in the SCORE program.

          Management to Devote Insignificant Time to Activities of the
Company.  Members of the Company's management are not required to devote their
full time to the affairs of the Company.  Because of their time commitments,
as well as the fact that the Company has no business operations the members of
management anticipate that they will devote an insignificant amount of time to
the activities of the Company, at least until such time as the Company has
identified a suitable acquisition target.

          Voting Control.  Due to the ownership of a majority of the
Company's outstanding voting securities, Chiricahua Company, which is wholly
owned by David C. Merrell, and Corie Merrell, have the ability to elect all of
the Company's directors, who in turn elect all executive officers, without
regard to the votes of other stockholders.  Accordingly, these persons may be
deemed to have absolute control of the Company.  See the caption "Security
Ownership of Certain Beneficial Owners and Management," Part III, Item 11.

          No Market for Common Stock; No Market for Shares.  Although the
Company intends to submit for listing of its common stock on the OTC Bulletin
Board of the National Association of Securities Dealers, Inc. (the "NASD"),
there is currently no market for such shares; there can be no assurance that
such a market will ever develop or be maintained.  Any market price for shares
of common stock of the Company is likely to be very volatile, and numerous
factors beyond the control of the Company may have a significant effect.  In
addition, the stock markets generally have experienced, and continue to
experience, extreme price and volume fluctuations which have affected the
market price of many small capital companies and which have often been
unrelated to the operating performance of these companies.  These broad market
fluctuations, as well as general economic and political conditions, may
adversely affect the market price of the Company's common stock in any market
that may develop.  See Part II, Item 5.

          Conflicts of Interest; Related Party Transactions.  Although the
Company has not identified any potential acquisition target, the possibility
exists that the Company may acquire or merge with a business or company in
which the Company's directors, executive officers, principal stockholders or
their affiliates may have an ownership interest.  Such a transaction may occur
if management deems it to be in the best interests of the Company and its
stockholders, after consideration of the above referenced factors.  A
transaction of this nature would present a conflict of interest to those
parties with a managerial position and/or an ownership interest in both the
Company and the acquired entity, and may compromise management's fiduciary
duties to the Company's stockholders.  If management's fiduciary duties become
compromised, any remedy available under state corporate law will most likely
be prohibitively expensive and time consuming.

          An independent appraisal of the acquired company may or may not be
obtained in the event a related party transaction is contemplated.
Furthermore, because management may be eligible for finder's fees or other
compensation related to potential acquisitions by the Company, such
compensation may become a factor in negotiations regarding such potential
acquisitions.

          Chiricahua Company, David C. Merrell and Corie Merrell may
actively negotiate or otherwise consent to the purchase of all or any portion
of their common stock as a condition to or in connection with any proposed
merger or acquisition transaction, which may present a further conflict of
interest.  The Company's other stockholders may not be afforded an opportunity
to approve or consent to any particular stock buyout transaction.

          Risks of "Penny Stock."  The Company's common stock may be deemed
to be  "penny stock" as that term is defined in Reg. Section 240.3a51-1 of the
Securities and Exchange Commission.  Penny stocks are stocks (i) with a price
of less than five dollars per share; (ii) that are not traded on a
"recognized" national exchange; (iii) whose prices are not quoted on the
NASDAQ automated quotation system (NASDAQ-listed stocks must still meet
requirement (i) above); or (iv) is an issuer with net tangible assets less
than $2,000,000 (if the issuer has been in continuous operation for at least
three years) or $5,000,000 (if in continuous operation for less than three
years), or with average revenues of less than $6,000,000 for the last three
years.

          There has never been any "established public market" for the
Company's common stock.  At such time as the Company completes a merger or
acquisition transaction, if at all, it may attempt to qualify for listing on
either NASDAQ or a national securities exchange.  However, at least initially,
any trading in its common stock will most likely be conducted in the over-the-
counter market in the "pink sheets" or the "Electronic Bulletin Board" of the
National Association of Securities Dealers, Inc. (the "NASD").

          There are presently no market makers for the Company's common
stock.  In the event that it is unsuccessful, after completing a merger or
acquisition transaction, in obtaining a listing on NASDAQ or a national
securities exchange, it will seek a securities firm to make a market in its
securities.  If there is only one market maker in the Company's securities,
there is a risk that the market maker will dominate the market and set prices
that are not based on competitive forces.

          Section 15(g) of the Securities Exchange Act of 1934, as amended,
and Reg. Section 240.15g-2 of the Securities and Exchange Commission require
broker-dealers dealing in penny stocks to provide potential investors with a
document disclosing the risks of penny stocks and to obtain a manually signed
and dated written receipt of the document before effecting any transaction in
a penny stock for the investor's account.  Potential investors in the
Company's common stock are urged to obtain and read such disclosure carefully
before purchasing any shares that are deemed to be "penny stock."

          Moreover, Reg. Section 240.15g-9 of the Securities and Exchange
Commission requires broker-dealers in penny stocks to approve the account of
any investor for transactions in such stocks before selling any penny stock to
that investor.  This procedure requires the broker-dealer to (i) obtain from
the investor information concerning his or her financial situation, investment
experience and investment objectives; (ii) reasonably determine, based on that
information, that transactions in penny stocks are suitable for the investor
and that the investor has sufficient knowledge and experience as to be
reasonably capable of evaluating the risks of penny stock transactions; (iii)
provide the investor with a written statement setting forth the basis on which
the broker-dealer made the determination in (ii) above; and (iv) receive a
signed and dated copy of such statement from the investor, confirming that it
accurately reflects the investor's financial situation, investment experience
and investment objectives.  Compliance with these requirements may make it
more difficult for investors in the Company's common stock to resell their
shares to third parties or to otherwise dispose of them.

Item 2.  Description of Property.
--------------------------------

          The Company has no property or assets; its principal executive
office address and telephone number are the business office address and
telephone number of David C. Merrell, which are provided at no cost.  See Part
I, Item 1.

Item 3.  Legal Proceedings.
--------------------------

          The Company is not the subject of any pending legal proceedings;
and to the knowledge of management, no proceedings are presently contemplated
against the Company by any federal, state or local governmental agency.

          Further, to the knowledge of management, no director or executive
officer is party to any action in which any has an interest adverse to the
Company.

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

          No matter was submitted to a vote of the Company's security
holders during the fourth quarter of the period covered by this Report or
during the previous two fiscal years.

                             PART II

Item 5.  Market for Common Equity and Related Stockholder Matters.
-----------------------------------------------------------------

Market Information.
-------------------

          There has never been any established "public market" for shares of
common stock of the Company.  Their have been no quotations for common stock
of the Company according to The National Quotations Bureau, LLC ("NQB") for at
least five years.  have been no quotations for common stock of the Company
according to The National Quotations Bureau, LLC ("NQB"). Company intends to
submit for listing on the OTC Bulletin Board of the National Association of
Securities Dealers, Inc. ("NASD"); however, management does not expect any
public market to develop unless and until its operations are successful or the
Company completes an acquisition or merger.  In any event, no assurance can be
given that any market for the Company's common stock will develop or be
maintained.  If a public market ever develops in the future, the sale of
"unregistered" and "restricted" shares of common stock pursuant to Rule 144 of
the Securities and Exchange Commission by members of management or others may
have a substantial adverse impact on any such public market; and all of these
persons have satisfied the "holding period" under Rule 144.  See the heading
"Sales of Unregistered Securities During the Past Five Years," of Part I, Item
1, and the caption "Security Ownership of Certain Beneficial Owners and
Management, " Part III, Item 11.

Holders.
--------

          The number of record holders of the Company's common stock as of
the fiscal year ended April 30, 1998, was approximately 68; and as of the
fiscal year ended April 30, 1999, was 73; these numbers do not include an
indeterminate number of stockholders whose shares are held by brokers in
street name.  As of October 14, 1999, there were also approximately 73
stockholders.

Dividends.
----------

          There are no present material restrictions that limit the ability
of the Company to pay dividends on common stock or that are likely to do so in
the future.  The Company has not paid any dividends with respect to its common
stock, and does not intend to pay dividends in the foreseeable future.

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

Plan of Operation.
------------------

          The Company has not engaged in any material operations during the
years end April 30, 1999 and 1998, or since 1989.  The Company intends to
continue to seek out the acquisition of assets, property or business that may
be beneficial to the Company and its stockholders.

          The Company's only foreseeable cash requirements during the next
12 months will relate to maintaining the Company in good standing in the State
of Nevada.  Management does not anticipate that the Company will have to raise
additional funds during the next 12 months.

Results of Operations.
----------------------

          There were no revenues during the years ended April 30, 1999 or
1998, and expenses were 45,678 and $14,124 respectively; and losses were
($14,359) and ($28,160), respectively.  These losses were primarily the result
of general and administrative expenses in reviving the Company and the
issuance of common stock for services.

Liquidity.
----------

          The Company had no cash at April 30, 1999 or 1998.  Expenses
totaling $7,219 were paid by Chiricahua Company during these years and are
carried as accounts payable on the Company's financial statements.

Year 2000.
----------

          The Company presently has no material operations, and is seeking a
suitable candidate for a merger or acquisition transaction.  Due to its very
limited activities and assets, management does not believe that the change of
year to the year 2000 will have any material effect on its business, results
of operations or financial condition.

          In seeking out a merger or acquisition target, the Company will
take into account the ways in which the Year 2000 may materially affect the
operations of any such target.  However, until such an entity has been
identified, management can not accurately predict how (if at all) the Year
2000 issues may affect the operations of the reorganized Company.  At such
time as the Company completes such a reorganization, it will timely disclose
all material Year 2000 issues in the appropriate filing with the Securities
and Exchange Commission.

          For the foregoing reasons, the Company has determined that the
potential consequences of the Year 2000 would not have a present material
effect on its business, results of operations or financial condition.

Item 7.  Financial Statements.
-----------------------------

For the periods ended April 30, 1999 and 1998.

     Independent Auditors' Report

     Balance Sheets

     Statements of Operations

     Statements of Stockholders' Equity (Deficit)

     Statements of Cash Flows

     Notes to the Financial Statements

<PAGE>
                    THE THEME FACTORY, INC.
                 (A Development Stage Company)

                      FINANCIAL STATEMENTS

                         April 30, 1999
<PAGE>
                         INDEPENDENT AUDITORS' REPORT


            The Board of Directors
            The Theme Factory, Inc.
            (A Development Stage Company)
            Salt Lake City, Utah


We have audited the accompanying balance sheets of The Theme
Factory, Inc. (a development stage company), as of April 30, 1999 and the
related statements of operations, stockholders' equity (deficit), and cash
flows for the years ended April 30, 1999 and 1998 and for the period
from inception on November 13, 1989 through April 30, 1999.  These
financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are
free of material misstatement.  An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the 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 financial statements referred to above present
fairly, in all material respects, the financial position of The Theme
Factory, Inc. (a development stage company) as of April 30, 1999 and 1998
and the results of its operations and its cash flows for the years ended
April 30, 1999 and 1998 and for the period from inception on November 13,
1989 through April 30, 1999 in conformity with generally accepted
accounting principles.

The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern.  As discussed in Note 3 to the
financial statements, the Company is a development stage company with
no significant operating results to date, which raises substantial doubt
about its ability to continue as a going concern.  Management's plans in
regard to these matters are also described in Note 3.  The financial
statements do not include any adjustments that might result from the
outcome of this uncertainty.

/s/Jones, Jensen & Company
Jones, Jensen & Company
Salt Lake City, Utah
September 15, 1999
<TABLE>
                     THE THEME FACTORY, INC.
                  (A Development Stage Company)
                          Balance Sheet
<CAPTION>
                              ASSETS

                                                            April 30,
                                                              1999
<S>                                                  <C>
CURRENT ASSETS

 Cash                                                $             -

  Total current Assets                                             -

  TOTAL ASSETS                                       $             -


         LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES

 Accounts payable (See Note 2)                       $              8,969

 Taxes payable                                                     86,810
 Accrued interest payable                                          72,567

  Total Liabilities                                               168,346

STOCKHOLDERS' EQUITY (DEFICIT)

 Common stock; authorized 25,000,000 common
  shares at $0.001 par value; 1,417,493 shares
  issued and outstanding                                            1,417

 Additional paid-in capital                                        99,871
 Deficit accumulated during the development stage                (269,634)

  Total Stockholders' Equity (Deficit)                           (168,346)

  TOTAL LIABILITIES AND STOCKHOLDERS'
   EQUITY (DEFICIT)                                  $             -
</TABLE>
<TABLE>
                    THE THEME FACTORY, INC.
                 (A Development Stage Company)
                    Statements of Operations
<CAPTION>
                                                                  From
                                                               Inception on
                                                               November 13,
                                         For the Years Ended   1989 Through
                                              April 30,          April 30,
                                      1999           1998          1999
<S>                                 <C>            <C>          <C>
REVENUES                              $      -      $     -     $    -

EXPENSES

 General and administrative                5,678       14,125     19,803

  Total Expenses                           5,678       14,125     19,803

LOSS FROM OPERATIONS                      (5,678)     (14,125)   (19,803)

OTHER EXPENSES

 Interest expense                          8,681       14,035    103,301

  Total Other Expenses                    (8,681)     (14,035)  (103,301)

LOSS FROM DISCONTINUED
 OPERATIONS                                  -            -     (146,530)

NET LOSS                               $ (14,359)   $ (28,160)$ (269,634)

BASIC LOSS PER SHARE                   $   (0.01)   $   (0.02)
</TABLE>
<TABLE>
                    THE THEME FACTORY, INC.
                 (A Development Stage Company)
          Statements of Stockholders' Equity (Deficit)
<CAPTION>

                                                              Deficit
                                                            Accumulated
                                                 Additional  During the
                                   Common Stock   Paid-in   Development
                                Shares    Amount  Capital      Stage
<S>                            <C>        <C>     <C>       <C>
Balance on inception                -     $     -  $     -  $      -

Issuance of common stock from
 inception on November 13, 1989
 to April 30, 1994               22,155        22     90,432       -

Net loss from inception on
 November 13, 1989 through
 April 30, 1994                     -           -        -    (191,656)

Balance, April 30, 1994          22,155        22     90,432  (191,656)

Net loss for the year ended
 April 30, 1995                     -           -        -     (11,713)

Balance, April 30, 1995          22,155        22     90,432  (203,369)

Net loss for the year ended
 April 30, 1996                     -           -        -     (11,322)

Balance, April 30, 1996          22,155        22     90,432  (214,691)

Net loss for the year ended
 April 30, 1997                     -           -        -     (12,424)

Balance, April 30, 1997          22,155        22     90,432  (227,115)

Issuance of common stock
 at $0.10 per share              20,338        20      2,014       -

Issuance of common stock for
 services at $0.10 per share     75,000        75      7,425       -

Issuance of common stock for
 services at $0.001 per share 1,300,000     1,300        -         -

Net loss for the year ended
 April 30, 1998                     -           -        -     (28,160)

Balance, April 30, 1998       1,417,493     1,417     99,871  (255,275)

Net loss for the year ended
 April 30, 1999                     -           -        -     (14,359)

Balance, April 30, 1999       1,417,493   $ 1,417   $ 99,871 $(269,634)
</TABLE>
<TABLE>
                    THE THEME FACTORY, INC.
                 (A Development Stage Company)
                    Statements of Cash Flows
<CAPTION>
                                                                  From
                                                               Inception on
                                                               November 13,
                                         For the Years Ended   1989 Through
                                              April 30,          April 30,
                                      1999           1998          1999
<S>                                 <C>            <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES

 Net loss                            $ (14,359)     $ (28,160)  $ (269,634)
 Adjustments to reconcile net loss
 in operating activities:
  Common stock issued for services         -           10,834       10,834
 Changes in assets and  liabilities:
  Increase (decrease) in accrued
  expenses                               8,681         15,385      160,727
  Increase (decrease) in accounts
  payable                                5,678          1,941        8,784

   Net Cash Used by Operating Activities   -              -        (89,289)

CASH FLOWS FROM INVESTING ACTIVITIES       -              -            -

CASH FLOWS FROM FINANCING ACTIVITIES

 Issuance of common stock                  -              -         89,289

   Net Cash Provided by Financing
   Activities                              -              -         89,289

NET INCREASE (DECREASE) IN CASH            -              -            -

CASH AT BEGINNING OF PERIOD                -              -            -

CASH AT END OF PERIOD                 $    -          $   -       $    -

CASH PAID DURING THE YEAR FOR:

 Interest                             $    -          $   -       $    -
 Income taxes                         $    -          $   -       $    -
</TABLE>
                    THE THEME FACTORY, INC.
                 (A Development Stage Company)
               Notes to the Financial Statements
                    April 30, 1999 and 1998


NOTE 1 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

       a.  Organization

       The financial statements presented are those of The Theme Factory,
       Inc., (a development stage company).  The Company was incorporated in
       the State of Nevada on November 13, 1989.  The Company was
       incorporated for the purpose of specializing in theme parties and
       special events.

       In April 1991, the Company's shareholders approved a reverse split
       agreement, whereby the outstanding common shares were exchanged at a
       rate of 1 share for every 2.5 shares outstanding.  In June 1997, the
       Company's shareholders approved a reverse split agreement, whereby
       the outstanding shares were exchanged at a rate of 1 share for every
       100 shares outstanding.  All references to shares outstanding and
       loss per share have been retroactively restated to restate the
       reverse stock splits.

       b.  Accounting Method

       The Company's financial statements are prepared using the accrual
       method of accounting.  The Company has elected an April 30 year end.

       c.  Basic Loss Per Share

       The computation of basic loss per share of common stock is based on
       the weighted average number of shares outstanding during the period
       of the financial statements.

       d.  Provision for Taxes

       At April 30, 1999, the Company had net operating loss carryforwards
       of approximately $270,000 that may be offset against future taxable
       income from the year 1998 through 2014.  No tax benefit has been
       reported in the financial statements because the Company believes
       that there is a 50% chance or greater the net operating loss
       carryforwards will expire unused, therefore the potential tax
       benefits of the loss carryforwards are offset by a valuation
       allowance of the same amount.

       e.  Cash Equivalents

       The Company considers all highly liquid investments with a maturity
       of three months or less when purchased to be cash equivalents.

       f.  Estimates

       The preparation of financial statements in conformity with generally
       accepted accounting principles requires management to make estimates
       and assumptions that affect the reported amounts of assets and
       liabilities and disclosure of contingent assets and liabilities at
       the date of the financial statements and the reported amounts of
       revenues and expenses during the reported period.  Actual results
       could differ from those estimates.

NOTE 2 - ACCOUNTS PAYABLE

       $7,269 of accounts payable is due to a related party for expenses
       paid on behalf of the Company.

NOTE 3 - GOING CONCERN

       The Company's financial statements are prepared using generally
       accepted accounting principles applicable to a going concern which
       contemplates the realization of assets and liquidation of liabilities
       in the normal course of business.  However, the Company does not have
       significant cash or other material assets, nor does it have an
       established source of revenues sufficient to cover its operating
       costs and to allow it to continue as a going concern.  It is the
       intent of the Company to seek a merger with an existing, operating
       company.  Until that time, the stockholders have committed to
       covering the operating costs of the Company.

NOTE 4 - SUBSEQUENT EVENTS

      On October 8, 1999, the Company effected a reverse split on a basis of
       1 for 100 of the Company's outstanding common shares.  According to the
       provisions of the reverse stock split, no shareholder owning greater
       than 100 shares of common stock at the time of the split shall be
       reduced to less than 100 shares as a result of the reverse split.
       Further, all shareholders owning less than 100 shares of common stock
       at the time of the split shall receive additional shares to meet the
       100 share minimum adopted by the Company in conjunction with the split.
       All adjustments for the reverse stock split are on a per stock
       certificate basis and all fractional shares shall be rounded up to the
       nearest whole share.  The provisions of this reverse stock split retain
       the authorized shares at 25,000,000 and the par value of $0.001 per
       share.

Item 8.  Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
--------------------

          No independent accountant of the Company has resigned, declined to
stand for re-election or was dismissed during the Company's two most recent
fiscal years or any interim period.  Due to the Company's lack of significant
business operations since approximately  1989, present management deemed it to
be in the best interests of the Company to appoint a new independent
accountant to audit its financial statements.  Accordingly, the Board of
Directors unanimously resolved to retain the services of Jones, Jensen &
Company, Certified Public Accountants in 1998.

                             PART III

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

Identification of Directors and Executive Officers.
---------------------------------------------------

          The following table sets forth, in alphabetical order, the names
and the nature of all positions and offices held by all directors and
executive officers of the Company for the fiscal years ending April 30, 1999
and 1998, and to the date hereof, and the period or periods during which each
such director or executive officer served in his respective positions.

                                           Date of           Date of
                     Positions            Election or       Termination
   Name                 Held              Designation        or Resignation
   ----              -----------          -----------       --------------

David C. Merrell     President               1/97             *
                     Director


Todd D. Ross         Director                1/97             *
                     Secretary/              1/97             *
                     Treasurer

          *  These persons presently serve in the capacities
          indicated opposite their respective names.

Term of Office.
---------------

          The term of office of the current directors shall continue until
the annual meeting of stockholders, which has been scheduled by the Board of
Directors to be held in September of each year.  The annual meeting of the
Board of Directors immediately follows the annual meeting of stockholders, at
which officers for the coming year are elected.

Business Experience.
--------------------

          David C. Merrell is 41 years of age and since 1989, he has been
the owner of DCM Finance, a Salt Lake City based finance company which makes
and brokers real estate loans.  Mr. Merrell received his Bachelor of Science
degree in Economics from the University of Utah in 1981.

               Todd D. Ross is 37 years of age, and since 1995, he has been
a partner in DCM Finance, a Salt Lake City Based finance company.  Mr. Ross
developed and manages DCM's Internet site.  He also reviews and submits
venture capital proposals for funding.  Since 1991, Mr. Ross has also been the
Lighting Director for the Utah Shakespearean Festival.

Family Relationships.
---------------------

          David C. Merrell and Corie Merrell are husband and wife.

Involvement in Certain Legal Proceedings.
-----------------------------------------

          Except as indicated below and to the knowledge of management,
during the past five years, no present or former director, person nominated to
become a director, executive officer, promoter or control person of the
Company:

          (1)  Was a general partner or executive officer of any business
               by or against which any bankruptcy petition was filed,
               whether at the time of such filing or two years prior
               thereto;

          (2)  Was convicted in a criminal proceeding or named the subject
               of a pending criminal proceeding (excluding traffic
               violations and other minor offenses);

          (3)  Was the subject of any order, judgment or decree, not
               subsequently reversed, suspended or vacated, of any court of
               competent jurisdiction, permanently or temporarily enjoining
               him from or otherwise limiting, the following activities:

               (i)  Acting as a futures commission merchant, introducing
                    broker, commodity trading advisor, commodity pool
                    operator, floor broker, leverage transaction merchant,
                    associated person of any of the foregoing, or as an
                    investment adviser, underwriter, broker or dealer in
                    securities, or as an affiliated person, director or
                    employee of any investment company, bank, savings and
                    loan association or insurance company, or engaging in
                    or continuing any conduct or practice in connection
                    with such activity;

                  (ii)   Engaging in any type of business practice; or

                 (iii)   Engaging in any activity in connection with the
                         purchase or sale of any security or commodity or
                         in connection with any violation of federal or
                         state securities laws or federal commodities
                         laws;

          (4)  Was the subject of any order, judgment or decree, not
               subsequently reversed, suspended or vacated, of any federal
               or state authority barring, suspending or otherwise limiting
               for more than 60 days the right of such person to engage in
               any activity described above under this Item, or to be
               associated with persons engaged in any such activity;

          (5)  Was found by a court of competent jurisdiction in a civil
               action or by the Securities and Exchange Commission to have
               violated any federal or state securities law, and the
               judgment in such civil action or finding by the Securities
               and Exchange Commission has not been subsequently reversed,
               suspended, or vacated; or

          (6)  Was found by a court of competent jurisdiction in a civil
               action or by the Commodity Futures Trading Commission to
               have violated any federal commodities law, and the judgment
               in such civil action or finding by the Commodity Futures
               Trading Commission has not been subsequently reversed,
               suspended or vacated.

Compliance with Section 16(a) of the Exchange Act.
--------------------------------------------------

          No securities of the Company are registered pursuant to Section
12(g) of the Securities Exchange Act of 1934, and the Company files reports
under Section 15(d) of the Securities Exchange Act of 1934; accordingly,
directors, executive officers and 10% stockholders are not required to make
filings under Section 16 of the Securities Exchange Act of 1934.

Item 10. Executive Compensation.
-------------------------------

Cash Compensation.
------------------

          The following table sets forth the aggregate executive
compensation paid by the Company for services rendered during the periods
indicated:

                        SUMMARY COMPENSATION TABLE

                                             Long Term Compensation
          Annual Compensation             Awards     Payouts
  (a)           (b)      (c)    (d)   (e)     (f)          (g)    (h)    (i)

Name and     Years or              Other                               All
principal    periods               Annual   Restricted Option/  LTIP   Other
position     Ended       $     $   Compen-  Stock      SAR's   Payouts Compen-
                      Salary Bonus sation   Awards$    #       $       sation
------------------------------------------------------------------------------
David C.      04/30/99   0     0     0         0           0      0       0
Merrell       04/30/98   0     0     0      1,300,000      0      0       0
President
Director

Todd D. Ross  04/30/99   0     0     0         0           0      0       0
Secretary     04/30/98   0     0     0         30,000      0      0       0
Treasurer and
Director

          No cash compensation, deferred compensation or long-term incentive
plan awards were issued or granted to the Company's management during the
fiscal years ended April 30, 1999, or 1998, or the period ending on the date
of this Report.  Further, no member of the Company's management has been
granted any option or stock appreciation right; accordingly, no tables
relating to such items have been included within this Item.  See the Summary
Compensation Table of this Item.

Compensation of Directors.
--------------------------

          There are no standard arrangements pursuant to which the Company's
directors are compensated for any services provided as director.  No
additional amounts are payable to the Company's directors for committee
participation or special assignments.

          There are no arrangements pursuant to which any of the Company's
directors was compensated during the Company's last completed fiscal year or
the previous two fiscal years for any service provided as director.  See the
Summary Compensation Table of this Item.

Termination of Employment and Change of Control Arrangement.
------------------------------------------------------------

          There are no compensatory plans or arrangements, including
payments to be received from the Company, with respect to any person named in
the Summary Compensation Table set out above which would in any way result in
payments to any such person because of his or her resignation, retirement or
other termination of such person's employment with the Company or its
subsidiaries, or any change in control of the Company, or a change in the
person's responsibilities following a change in control of the Company.

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

Security Ownership of Certain Beneficial Owners.
------------------------------------------------

          The following table sets forth the share holdings of those persons
who own more than 5% of the Company's common stock as of April 30, 1999 and
1998, and to the date hereof:

                                            Number and Percentage
                                         of Shares Beneficially Owned
                                         ----------------------------

Name and Address                          04/30/98      04/30/99 and Currently
----------------                          --------      ----------------------

Chiricahua Company*                      1,300,000 91.7%   1,300,000 91.7%
9005 Cobble Lane
Sandy, Utah 84093

TOTALS                                   1,300,000 91.7%   1,300,000 91.7%

          * David C. Merrell is the sole owner of Chiricahua
          Company, and is deemed to be the beneficial owner of
          these shares.

Security Ownership of Management.
---------------------------------

     The following table sets forth the share holdings of the Company's
directors and executive officers as of April 30, 1999 and 1998, and to the
date hereof:

                                             Number and Percentage
                                          of Shares Beneficially Owned
                                          ----------------------------

Name and Address                          04/30/98      04/30/99 and currently
----------------                          --------      ----------------------

David C. Merrell*                         1,330,000 93.7%   1,330,000 93.7%
9005 Canyon Road
Sandy, Utah 84093

Todd D. Ross                              30,000     2.1%      30,000  2.1%
38 South 1650 West
Cedar City, Utah 84702
Sandy, Utah 84093

TOTALS                                    1,360,000 95.8%   1,360,000 95.8%

          *  David C. Merrell is the sole owner of Chiricahua
          Company, and is deemed to be the beneficial owner of
          these shares; Corie Merrell, his wife, owns 30,000
          shares of the Company's common stock, which are
          included in Mr. Merrell's ownership computations.

Changes in Control.
-------------------

          To the knowledge of management, there are no present arrangements
or pledges of the Company's securities which may result in a change in its
control.

Item 12. Certain Relationships and Related Transactions.
-------------------------------------------------------

Transactions with Management and Others.
----------------------------------------

          Except as indicated below, or under the heading "Sales of
Unregistered Securities During the Past Five Years," of Part I, Item 1, there
were no material transactions, or series of similar transactions, during the
Company's last two fiscal years, or any currently proposed transactions, or
series of similar transactions, to which the Company or any of its
subsidiaries was or is to be a party, in which the amount involved exceeded
$60,000 and in which any director, executive officer or any security holder
who is known to the Company to own of record or beneficially more than 5% of
any class of the Company's common stock, or any member of the immediate family
of any of the foregoing persons, had an interest.

Certain Business Relationships.
-------------------------------

          Except as indicated under the heading "Transactions with
Management and Others" above, there were no material transactions, or series
of similar transactions, during the Company's last two fiscal years, or any
currently proposed transactions, or series of similar transactions, to which
it or any of its subsidiaries was or is to be a party, in which the amount
involved exceeded $60,000 and in which any director, executive officer or any
security holder who is known to the Company to own of record or beneficially
more than 5% of any class of its common stock, or any member of the immediate
family of any of the foregoing persons, had an interest.

Indebtedness of Management.
---------------------------

          Except as indicated under the heading "Transactions with
Management and Others" above, there were no material transactions, or series
of similar transactions, during the Company's last two fiscal years, or any
currently proposed transactions, or series of similar transactions, to which
it or any of its subsidiaries was or is to be a party, in which the amount
involved exceeded $60,000 and in which any director, executive officer or any
security holder who is known to the Company to own of record or beneficially
more than 5% of any class of its common stock, or any member of the immediate
family of any of the foregoing persons, had an interest.

Transactions with Promoters.
----------------------------

          Except as indicated under the heading "Transactions with
Management and Others" above, there were no material transactions, or series
of similar transactions, during the Company's last two fiscal years, or any
currently proposed transactions, or series of similar transactions, to which
it or any of its subsidiaries was or is to be a party, in which the amount
involved exceeded $60,000 and in which any promoter or founder or any member
of the immediate family of any of the foregoing persons, had an interest.

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

Reports on Form 8-K.
--------------------

None.
                                                   Exhibit
Exhibits*                                          Number
Number                                             -------
------
          (i)

Articles of Incorporation of East End Investment, Inc.
dated February 1, 1989                                 3.1

Certificate of Amendment to Articles of Incorporation
of East End Investment, Inc. dated November 13, 1989   3.2

Certificate of Amendment reflecting a one for 100      3.3
reverse split.

Bylaws.                                                3.4

Financial Data Schedule.                                27

          (ii)                                 Where Incorporated
                                                 In This Report
                                               ------------------

Registration Statement on Form S-18.              Part I, Item 1
          *  A summary of any Exhibit is modified in its entirety by
          reference to the actual Exhibit.

          **  These documents and related exhibits have
          previously been filed with the Securities and Exchange
          Commission and are incorporated herein by this
          reference.


                            SIGNATURES

          Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this Report to
be signed on its behalf by the undersigned, hereunto duly authorized.

                              THE THEME FACTORY, INC.


Date: 10/25/99                By/s/David C. Merrell
                                David C. Merrell, President and Director


Date: 10/25/99                By/s/Todd D. Ross
                                Todd D. Ross, Secretary/Treasurer and
                                Director


          Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, this Report has been signed below by the following persons
on behalf of the Registrant and in the capacities and on the dates indicated:

                              THE THEME FACTORY, INC.


Date: 10/25/99                By/s/David C. Merrell
                                David C. Merrell, President and Director


Date: 10/25/99                By/s/Todd D. Ross
                                Todd D. Ross, Secretary/Treasurer and
                                Director