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

                              FORM 10-QSB

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

     For the quarter ended October 31, 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. 000-24459
                                            ---------

                           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

     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 Company 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
               ---      ---                  ---      ---


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

     Check whether the issuer has filed all documents and reports required to
be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution
of securities under a plan confirmed by a court.  Yes____        No ___

                 (APPLICABLE ONLY TO CORPORATE ISSUERS)

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

                            October 31, 2000

                          Common - 1,418,831 shares

                    DOCUMENTS INCORPORATED BY REFERENCE

                              NONE.

Transitional Small Business Issuer Format   Yes  X   No
                                                ---     ---

                  PART I - FINANCIAL INFORMATION

Item 1.   Financial Statements.

          The Consolidated Financial Statements of the Company required
to be filed with this 10-QSB Quarterly Report were prepared by management and
commence on the following page, together with related Notes.  In the opinion
of management, the Consolidated Financial Statements fairly present the
financial condition of the Company.
<PAGE>
                     THE THEME FACTORY, INC.
                  (A Development Stage Company)

                       FINANCIAL STATEMENTS

               October 31, 2000 and April 30, 2000
<PAGE>
<TABLE>
                     THE THEME FACTORY, INC.
                  (A Development Stage Company)
                          Balance Sheets

<CAPTION>
                              ASSETS

                                                 October 31,     April 30,
                                                   2000            2000
                                                 (Unaudited)
<S>                                             <C>            <C>
CURRENT ASSETS

 Cash                                     $             -      $      -

  Total Current Assets                                  -             -

  TOTAL ASSETS                            $             -      $      -


LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES

 Accounts payable (Note 2)                $             30,829 $   23,502
 Taxes payable                                          86,810     86,810
 Accrued interest payable                               85,588     81,248

  Total Liabilities                                    203,227    191,560

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      1,419
 Additional paid-in capital                             99,869     99,869
 Deficit accumulated during the development stage     (304,515)  (292,848)

  Total Stockholders' Equity (Deficit)                (203,227)  (191,560)

  TOTAL LIABILITIES AND STOCKHOLDERS'
   EQUITY (DEFICIT)                       $             -      $      -
</TABLE>
<TABLE>
                     THE THEME FACTORY, INC.
                  (A Development Stage Company)
                     Statements of Operations
                           (Unaudited)
<CAPTION>
                                                                 From
                                                             Inception on
                       For the Three      For the Six        November 13,
                       Months Ended      Months Ended        1989 Through
                       October 31,        October 31,        October 31,
                     2000        1999  2000         1999        2000
<S>                 <C>       <C>      <C>        <C>        <C>
REVENUES            $     -   $    -    $      -   $      -   $      -

EXPENSES

 General and
 administrative           830    9,599       7,327      9,599     41,663

  Total Expenses          830    9,599       7,327      9,599     41,663

LOSS FROM OPERATIONS     (830)  (9,599)     (7,327)    (9,599)   (41,663)

OTHER EXPENSES

 Interest expense      (2,170)  (2,170)     (4,340)    (4,340)  (116,322)

  Total Other Expenses (2,170)  (2,170)     (4,340)    (4,340)  (116,322)

LOSS FROM DISCONTINUED
 OPERATIONS               -        -           -          -     (146,530)

NET LOSS              $(3,000)$(11,769)   $(11,667)  $(13,939) $(304,515)

BASIC LOSS PER SHARE  $ (0.00)$  (0.01)   $  (0.01)  $  (0.01)
</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                     -           -        -    (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)

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

Net loss for the year ended
 April 30, 2000                     -           -          -   (23,214)

Balance, April 30, 2000       1,418,831   $ 1,419   $ 99,869 $(292,848)

Net loss for the three
months ended October 31, 2000
(unaudited)                         -           -          -   (11,667)

Balance, October 31, 2000
(unaudited)                   1,418,831   $ 1,419   $ 99,869 $(304,515)
</TABLE>
<TABLE>
                     THE THEME FACTORY, INC.
                  (A Development Stage Company)
                     Statements of Cash Flows
                           (Unaudited)
<CAPTION>
                                                                 From
                                                             Inception on
                       For the Three      For the Six        November 13,
                       Months Ended      Months Ended        1989 Through
                       October 31,        October 31,        October 31,
                     2000        1999  2000         1999        2000
<S>                 <C>       <C>      <C>        <C>        <C>
CASH FLOWS FROM OPERATING ACTIVITIES

 Net loss            $(3,000)  $(11,769) $(11,667) $ (13,939) $(304,515)
 Adjustments to
 reconcile net loss in
 operating activities:
  Common stock issued
  for services           -          -         -          -       10,834
 Changes in assets and
 liabilities:
  Increase (decrease)
  in accrued expenses  2,170      2,170     4,340      4,340    173,748
  Increase (decrease)
  in accounts payable    830      9,599     7,327      9,599     30,644

   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
               October 31, 2000 and 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.

                                     For the                  For the
                               Three Months Ended         Six Months Ended
                                   October 31,              October 31,
                                2000         1999        2000         1999

       Numerator - loss        $ (3,000)  $(11,769)   $ (11,667)  $ (13,939)
       Denominator - weighted
        average number of
        shares outstanding    1,418,831  1,418,831    1,418,831   1,418,831

       Basic Loss Per Share     $ (0.00)   $ (0.01)     $ (0.01)    $ (0.01)

       The computation of basic earnings per share of common stock is based
       on the weighted standard average number of shares outstanding during
       the period of the financial statements.
<PAGE>
                     THE THEME FACTORY, INC.
                  (A Development Stage Company)
                Notes to the Financial Statements
               October 31, 2000 and April 30, 2000


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

       d.  Provision for Taxes

       At October 31, 2000, the Company had net operating loss carryforwards
       of approximately $304,000 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.

       g.  Unaudited Financial Statements

       The accompanying unaudited financial statements include all of the
       adjustments which, in the opinion of management, are necessary for a
       fair presentation.  Such adjustments are of a normal recurring
       nature.

NOTE 2 - ACCOUNTS PAYABLE

       $14,246 and $11,408 of accounts payable is due to a related party for
       expenses paid on behalf of the Company as of October 31, 2000 and
       April 30, 2000, respectively.

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>
Item 2.   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.
----------------------

     Other than restoring and maintaining its good corporate standing in the
State of Nevada, compromising and settling its debts and seeking the
acquisition of assets, properties or businesses that may benefit the Company
and its stockholders, the Company has had no material business operations
during the two most recent fiscal years.

     At October 31, 2000, the Company had $0 in assets and $203,227 in
liabilities.  The Company had no revenues for the three months ended October
31, 2000 and 1999, with $3,000 and $11,769 in expenses, for net losses of
($3,000) and ($11,769), respectively.  The Company had no revenues for the six
months ended October 31, 2000 and 1999, with $11,667  and $13,939 in expenses,
for net losses of ($11,667) and ($13,939), respectively.

Liquidity
---------

     At October 31, 2000, the Company had no current assets, with total
current liabilities of $203,227.  Total stockholder's equity was ($203,227).

                   PART II - OTHER INFORMATION

Item 1.   Legal Proceedings.

          None; not applicable.

Item 2.   Changes in Securities.

          None; not applicable.

Item 3.   Defaults Upon Senior Securities.

          None; not applicable.

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 second quarter of the fiscal year covered by this Report or
during the two previous fiscal years.

Item 5.   Other Information.

          On November 30, 2000, Todd D. Ross resigned as Secretary/Treasurer
and Director of the Company for personal reasons.

Item 6.   Exhibits and Reports on Form 8-K.

          (a)  Exhibits.

               None.

          (b)  Reports on Form 8-K.

               None.

                            SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this Report to be signed on its behalf by
the undersigned thereunto duly authorized.

                                       THE THEME FACTORY, INC.



Date: 12/14/00                          By/s/David C. Merrell
      --------                          --------------------------------------
                                        David C. Merrell
                                        President 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 Company and in the capacities and on the dates indicated:


                                        THE THEME FACTORY, INC.



Date: 12/14/00                            By/s/David C. Merrell
     ---------                            ------------------------------------
                                          David C. Merrell
                                          President and
                                          Director