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

                         FORM 10-KSB/A-1

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

     For the fiscal year ended April 30, 2000
                               --------------

[ ]  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

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  X   No             (2)   Yes X    No

     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, 2000 - $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.

     June 20, 2001 - $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:

                          June 20, 2001

                            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 the initial reverse split was taken into
consideration on the issuance of these shares.  All computations hereinafter
take into account these adjustments.

          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 had no material business operations for over five
years. The Company may begin the search for a specific business in which to
engage and that may benefit the Company and its stockholders, once the Board
of Directors sets guidelines of industries in which the Company may have an
interest.

          The Company is unable to predict the time as to when and if it may
actually participate in any specific business endeavor, and will be unable to
do so until it determines the particular industries of interest to the
Company.

Effect of Existing or Probable Governmental Regulations on
Business.
---------

          The integrated disclosure system for small business issuers
adopted by the Securities and Exchange Commission in Release No. 34-30968 and
effective as of August 13, 1992, substantially modified the information and
financial requirements of a "Small Business Issuer," defined to be an issuer
that has revenues of less than $25 million; is a U.S. or Canadian issuer; is
not an investment company; and if a majority-owned subsidiary, the parent is
also a small business issuer; provided, however, an entity is not a small
business issuer if it has a public float (the aggregate market value of the
issuer's outstanding securities held by non-affiliates) of $25 million or
more.  The Company is deemed to be a "small business issuer."

          The Securities and Exchange Commission, state securities commissions
and the North American Securities Administrators Association, Inc. ("NASAA")
have expressed an interest in adopting policies that will streamline the
registration process and make it easier for a small business issuer to have
access to the public capital markets.

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, its President, 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, though the Company's common stock has been
nominally quoted in the "Pink Sheets" of the National Quotations Bureau, LLC
("NQB") for the last five years.  The Company intends to submit for quotation
of its common stock on the OTC Bulletin Board of the National Association of
Securities Dealers, Inc. ("NASD") as soon as is reasonably practicable;
however, management does not expect any public market to develop in these
securities unless and until the Company commences actual operations.  In any
event, no assurance can be given that any market for the Company's common
stock will develop or be maintained.

Holders.
--------

          The number of record holders of the Company's common stock as of
the fiscal year ended April 30, 1999, was approximately 73; and as of the
fiscal year ended April 30, 2000, it was 97.  These numbers do not include an
indeterminate number of stockholders whose shares are held by brokers in
street name.  As of June 20, 2001, there were also approximately 97
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.

Recent Sales of Unregistered Securities.
----------------------------------------

            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.

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

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

          The Company has not engaged in any material operations or had any
revenues from operations during the last two fiscal years.  The Company's plan
of operation for the next 12 months has yet to be formulated, with the Company
intending to determine the industries in which it would like to focus its
business operations.

          During the next 12 months, the Company's only foreseeable cash
requirements will relate to maintaining the Company in good standing, which
may be advanced by management or principal stockholders as loans to the
Company. Any such sums should be nominal.

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

          There were no revenues during the years ended April 30, 2000 or
1999, and expenses were $14,533 and $5,678 respectively; and losses were
($14,533) and ($5,678), respectively.  These losses were primarily the result
of general and administrative expenses in reviving the Company.

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

          The Company had no cash at April 30, 2000 or 1999.  Expenses
totaling $11,408 were paid by Chiricahua Company, an "affiliate" controlled by
the Company's President, David C. Merrell, during these years and are carried
as accounts payable in the Company's financial statements.

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

For the periods ended April 30, 2000 and 1999.

     Independent Auditors' Report

     Balance Sheet

     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)

                  RESTATED FINANCIAL STATEMENTS

                          April 30, 2000
<PAGE>
                         C O N T E N T S


Independent Auditors' Report . . . . . . . . . . . . . . . . . . . . . . 3

Balance Sheet. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

Statements of Operations . . . . . . . . . . . . . . . . . . . . . . . . 5

Statements of Stockholders' Equity (Deficit) . . . . . . . . . . . . . . 6

Statements of Cash Flows . . . . . . . . . . . . . . . . . . . . . . . . 8

Notes to the Financial Statements. . . . . . . . . . . . . . . . . . . . 9
<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 sheet of The Theme
Factory, Inc. (a development stage company), as of April 30, 2000
and the related statements of operations, stockholders' equity
(deficit), and cash flows for the years ended April 30, 2000 and
1999 and from inception on November 13, 1989 through April 30,
2000.  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, 2000 and the results of its operations and its cash
flows for the years ended April 30, 2000 and 1999 and from
inception on November 13, 1989 through April 30, 2000 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.

As discussed in Note 4 to the financial statements, certain errors were
discovered regarding the valuation of several liability transactions from 1992
through 2000 which resulted in overstatements of the net loss for the years
ended April 30, 1992 through 2000 and overstatement of the retained deficit of
1992 through 2000.

/S/HJ & Associates, LLC
HJ & Associates, LLC
Salt Lake City, Utah
June 15, 2000, except as to Note 4 which is June 6, 2001
<PAGE>
<TABLE>
                     THE THEME FACTORY, INC.
                  (A Development Stage Company)
                          Balance Sheet
<CAPTION>

                              ASSETS

                                                           April 30,
                                                              2000
<S>                                                <C>
CURRENT ASSETS

 Cash                                                $             -

  Total Current Assets                                             -

  TOTAL ASSETS                                       $             -


LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES

 Accounts payable (Note 2)                           $             23,502

  Total Current Liabilities                                        23,502

STOCKHOLDERS' EQUITY (DEFICIT)

 Common stock; authorized 25,000,000 common
  shares at $0.001 par value; 1,418,831 shares
  issued and outstanding                                            1,419
 Additional paid-in capital                                        99,869
 Deficit accumulated during the development stage                (124,790)

  Total Stockholders' Equity (Deficit)                            (23,502)

  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,
                               2000              1999              2000
<S>                            <C>            <C>             <C>
REVENUES                       $       -       $        -      $    -

EXPENSES

 General and administrative         14,533            5,678      34,336

  Total Expenses                    14,533            5,678      34,336

LOSS FROM OPERATIONS               (14,533)          (5,678)    (34,336)

OTHER EXPENSES

 Interest expense                      -                -         30,734

  Total Other Expenses                 -                -        (30,734)

LOSS FROM DISCONTINUED
 OPERATIONS                            -                -        (59,720)

NET LOSS                       $   (14,533)       $  (5,678) $  (124,790)

BASIC LOSS PER SHARE           $     (0.01)       $   (0.00)
</TABLE>
<TABLE>
                     THE THEME FACTORY, INC.
                  (A Development Stage Company)
           Statements of Stockholders' Equity (Deficit)
<CAPTION>
<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                     -           -        -    (90,454)

Balance, April 30, 1994          22,155        22     90,432  (90,454)

Net loss for the year ended
 April 30, 1995                     -           -        -         -

Balance, April 30, 1995          22,155        22     90,432  (90,454)

Net loss for the year ended
 April 30, 1996                     -           -        -         -

Balance, April 30, 1996          22,155        22     90,432  (90,454)

Net loss for the year ended
 April 30, 1997                     -           -        -         -

Balance, April 30, 1997          22,155        22     90,432  (90,454)

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                     -           -        -     (14,126)

Balance, April 30, 1998       1,417,493     1,417     99,871  (104,580)

Net loss for the year ended
 April 30, 1999                     -           -        -      (5,678)

Balance, April 30, 1999       1,417,493   $ 1,417   $ 99,871 $(110,258)

Adjustment to correct
 1-for-100 reverse stock
 split                            1,338         2         (2)      -

Net loss for the year ended
 April 30, 2000                     -           -          -   (14,532)

Balance, April 30, 2000       1,418,831   $ 1,419   $ 99,869 $(124,790)
</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,
                               2000              1999              2000
<S>                            <C>            <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES

 Net loss                      $ (14,533)      $  (5,678)     $ (124,790)
 Adjustments to reconcile net
 loss to net cash used by
 operating activities:
  Common stock issued for services   -               -            10,834
 Changes in assets and  liabilities:
  Increase (decrease) in
  accrued expenses                   -               -             1,350
  Increase (decrease) in accounts
  payable                         14,533           5,678          23,317

   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>
<PAGE>
                     THE THEME FACTORY, INC.
                  (A Development Stage Company)
                Notes to the Financial Statements
                          April 30, 2000

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 October 1999, 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.  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 retained the authorized shares at 25,000,000
       and the par value of $0.001 per share.  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.

                                                      April 30,
                                                   2000         1999
       Numerator - loss                    $     (14,533)   $   (5,678)
       Denominator - weighted average number of
         shares outstanding                    1,417,493     1,417,493

       Basic Loss Per Share                $       (0.01)   $    (0.00)
<PAGE>
                     THE THEME FACTORY, INC.
                  (A Development Stage Company)
                Notes to the Financial Statements
                          April 30, 2000

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

       d.  Provision for Taxes

       At April 30, 2000, the Company had net operating loss
       carryforwards of approximately $124,000 that may be
       offset against future taxable income through 2020.  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

       $11,408 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.
<PAGE>
                     THE THEME FACTORY, INC.
                  (A Development Stage Company)
                Notes to the Financial Statements
                 July 31, 2000 and April 30, 2000


NOTE 4 -  CORRECTION OF ERROR

     Subsequent to the original issuance of the July 31, 2000 financial
     statements, the Company determined that certain tax liabilities were
     overvalued by $86,810 and accrued interest was overvalued by $81,248.
     The liabilities were originally booked due to liens placed on the
     Company by the federal government and State of Pennsylvania.  The liens
     related to 1992 through 1995 taxes due from another company named The
     Theme Factory, Inc. and not the Company reflected in these financial
     statements.  Interest was also accrued from 1992 through 2000 for these
     past due taxes.  Correction of these errors had the following effect on
     the previously reported net loss for the years ended April 30, 2000 and
     1999 and from inception on November 13, 1989 through April 30, 2000 and
     has an equal overstatement of retained deficit for the years ended April
     30, 2000 and 1999 and from inception on November 13, 1989 through April
     30, 2000.

                                     For the Year Ended April 30, 2000
                                    Originally      As
                                      Reported  Restated    Difference

       Liabilities            $       191,560 $   23,502   $ 168,058(1)
       Net Loss               $        23,214 $   14,533   $   8,681(2)
       Loss Per Share         $         (0.02)$    (0.01)  $    0.01(2)

                                     For the Year Ended April 30, 1999
                                    Originally      As
                                      Reported  Restated    Difference

       Net Loss               $        14,359 $    5,678   $   8,681(2)
       Loss Per Share         $         (0.01)$    (0.00)  $    0.01(2)

                                    From Inception on November 13, 1989
                                            Through July 31, 2000

                                    Originally      As
                                      Reported   Restated   Difference

       Net Loss               $       292,848 $  124,790   $ 168,058(1)

       (1) Relates to taxes payable of $86,810 and accrued interest of
           $83,418.

       (2) Relates to interest expense for the respective periods.
<PAGE>
Item 8.  Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
--------------------

None.
                             PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons;
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, 2000
and 1999, 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 38 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.
---------------------

          None.

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.      04/30/00   0     0     0         0           0      0       0
Merrell       04/30/99   0     0     0         0           0      0       0
President
Director

Todd D. Ross  04/30/00   0     0     0         0           0      0       0
Secretary     04/30/99   0     0     0         0           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, 2000, or 1999, 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                          04/30/99      04/30/00 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, the Company's President, 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, 2000 and 1999, and to the
date hereof:

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

Name and Address                          04/30/99      04/30/00 and currently
----------------                          --------      ----------------------

David C. Merrell*                         1,330,000 93.7%   1,322,260 93.2%
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%   1,352,260 95.3%

          *  David C. Merrell, the Company's President, is the
          sole owner of Chiricahua Company, and is deemed to be
          the beneficial owner of these shares; Corie Merrell,
          his wife, owned 30,000 shares of the Company's common
          stock at April 30, 1999, and presently owns 22,260
          shares, 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)

None.

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

Registration Statement on Form S-18**             Part I, Item 1

10-KSB Annual Report for the calendar year
ended April 30, 1998**                         Part I, Item 1

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

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

     Certificate of Amendment reflecting a one for 100
     reverse split.

     Bylaws.

          *  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: 6/22/01                   By/s/David C. Merrell
                                David C. Merrell, President and Director


Date: 6/22/01                   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: 6/22/01                   By/s/David C. Merrell
                                David C. Merrell, President and Director


Date: 6/22/01                   By/s/Todd D. Ross
                                Todd D. Ross, Secretary/Treasurer and
                                Director