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

                              FORM 10-QSB/A-1

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

     For the quarter ended January 31, 2001
                           ----------------

[ ]  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:

                            January 31, 2001

                          Common - 4,256,493 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)

                  RESTATED FINANCIAL STATEMENTS

               January 31, 2001 and April 30, 2000
<PAGE>
<TABLE>
                     THE THEME FACTORY, INC.
                  (A Development Stage Company)
                          Balance Sheets
<CAPTION>

                              ASSETS

                                            January 31,        April 30,
                                               2001              2000
                                            (Unaudited)
<S>                                      <C>              <C>
CURRENT ASSETS

 Cash                                     $             -      $        -

  Total Current Assets                                  -               -

  TOTAL ASSETS                            $             -      $        -


LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES

 Accounts payable (Note 2)                $        32,514      $   23,502
  Total Liabilities                                32,514          23,502

STOCKHOLDERS' EQUITY (DEFICIT)

 Common stock; authorized 25,000,000 common
  shares at $0.001 par value; 4,256,493 shares
  issued and outstanding                            4,256           4,256
  Additional paid-in capital                       97,032          97,032
 Deficit accumulated during the development stage(133,802)       (124,790)

  Total Stockholders' Equity (Deficit)            (32,514)        (23,502)

  TOTAL LIABILITIES AND STOCKHOLDERS'
   EQUITY (DEFICIT)                       $             -      $        -
</TABLE>
<TABLE>
                     THE THEME FACTORY, INC.
                  (A Development Stage Company)
                     Statements of Operations
                           (Unaudited)
<CAPTION>
                                                                     From
                                                                  Inception on
                                                                  November 13,
                             For the           For The
                       Three Months Ended Nine Months Ended       1989 Through
                            January 31,      January 31,          January 31,
                       2001        2000    2001        2000          2001
<S>                  <C>        <C>      <C>        <C>        <C>
REVENUES              $       -  $     -  $      -   $     -    $       -

EXPENSES

General and
administrative            1,685    1,579     9,012     11,178      43,348

  Total Expenses          1,685    1,579     9,012     11,178      43,348

LOSS FROM OPERATIONS     (1,685)  (1,579)   (9,012)   (11,178)    (43,348)

OTHER EXPENSES

Interest expense              -        -         -          -      30,734

  Total Other Expenses        -        -         -          -     (30,734)

LOSS FROM DISCONTINUED
 OPERATIONS                   -        -         -          -     (59,720)

NET LOSS              $  (1,685) $(1,579) $ (9,012) $ (11,178) $ (133,802)

BASIC LOSS PER SHARE  $   (0.00) $ (0.00) $  (0.00) $   (0.00)
</TABLE>
<TABLE>
                     THE THEME FACTORY, INC.
                  (A Development Stage Company)
<S>                         <C>          <C>      <C>      <C>
Balance on inception                -     $     -  $     -  $      -

Issuance of common stock from
 inception on November 13, 1989
 to April 30, 1994               66,465        67     90,387       -

Net loss from inception on
 November 13, 1989 through
 April 30, 1994                     -           -        -    (90,454)

Balance, April 30, 1994          66,465        67     90,387  (90,454)

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

Balance, April 30, 1995          66,465        67     90,387  (90,454)

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

Balance, April 30, 1996          66,465        67     90,387  (90,454)

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

Balance, April 30, 1997          66,465        67     90,387  (90,454)

Issuance of common stock
 at $0.10 per share              61,014        60      1,974       -

Issuance of common stock for
 services at $0.10 per share    225,000       225      7,275       -

Issuance of common stock for
 services at $0.001 per share 3,900,000     3,900     (2,600)      -

Net loss for the year ended
 April 30, 1998                     -           -        -     (14,126)

Balance, April 30, 1998       4,252,479     4,252     97,036  (104,580)

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

Balance, April 30, 1999       4,252,479   $ 4,252   $ 97,036 $(110,258)

Adjustment to correct
 1-for-100 reverse stock
 split                            4,014         4         (4)      -

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

Balance, April 30, 2000       4,256,493   $ 4,256   $ 97,032 $(124,790)

Net loss for the nine
months ended January 31, 2001
(unaudited)                         -           -          -    (9,012)

Balance, January 31, 2001
(unaudited)                   4,256,493   $ 4,256   $ 97,032 $(133,802)
</TABLE>
<TABLE>
                     THE THEME FACTORY, INC.
                  (A Development Stage Company)
                     Statements of Cash Flows
                           (Unaudited)
<CAPTION>
                                                                     From
                                                                  Inception on
                                                                  November 13,
                             For the           For The
                       Three Months Ended Nine Months Ended       1989 Through
                            January 31,      January 31,          January 31,
                       2001        2000    2001        2000          2001
<S>                  <C>        <C>      <C>        <C>        <C>
CASH FLOWS FROM OPERATING
ACTIVITIES

Net loss                 $ (1,685)   $ (1,579) $ (9,012) $(11,178) $(133,802)
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              -           -         -         -      1,350
  Increase (decrease) in
  accounts payable          1,685       1,579     9,012    13,348     32,329

     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
               January 31, 2001 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  Nine Months Ended
                                        January 31,         January 31,
                                    2001        2000    2001        2000

       Numerator - loss             $ (1,685) $ (1,579) $ (9,012) $(11,178)
       Denominator - weighted
        average number of
        shares outstanding          4,256,493 4,256,493 4,256,493 4,256,493

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

       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
               January 31, 2001 and April 30, 2000


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

       d.  Provision for Taxes

       At January 31, 2001, the Company had net operating loss carryforwards
       of approximately $133,000 that may be offset against future taxable
       income through 2021.  No tax benefit has been reported in the
       financial statements because the Company believes 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

       $15,907 and $11,408 of accounts payable is due to a related party for
       expenses paid on behalf of the Company as of January 31, 2001 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>
                     THE THEME FACTORY, INC.
                  (A Development Stage Company)
                Notes to the Financial Statements
               January 31, 2001 and April 30, 2000

NOTE 4 - CORRECTION OF ERROR

       Subsequent to the original issuance of the January 31, 2001 financial
       statements, the Company determined that certain tax liabilities were
       overvalued by $86,810 and accrued interest was overvalued by $85,588.
       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 three
       months and nine months ended January 31, 2001 and 2000 and from
       inception on November 13, 1989 through January 31, 2001 and has an
       equal overstatement of retained deficit for the three months and nine
       months ended January 31, 2001 and for the year ended April 30, 2000
       and from inception on November 13, 1989 through January 31, 2001.

                               For the Three Months Ended January 31, 2001
                                    Originally      As
                                      Reported  Restated   Difference

       Liabilities              $     204,912   $ 32,514   $   172,398(1)
       Net Loss                 $       1,685   $  1,685   $        - (4)
       Loss Per Share           $       (0.00)  $  (0.00)  $        - (4)

                               For the Nine Months Ended January 31, 2001
                                    Originally      As
                                      Reported  Restated   Difference

       Liabilities              $     204,912   $ 32,514   $   172,398(1)
       Net Loss                 $      13,352   $  9,012   $     4,340(2)
       Loss Per Share           $       (0.00)  $  (0.00)           - (4)

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

       Liabilities              $     191,560   $ 23,502   $   168,058(3)
       Net Loss                 $      23,214   $ 14,533   $     8,681(2)
       Loss Per Share           $       (0.02)  $  (0.01)  $      0.01(2)

                               For the Three Months Ended January 31, 2000
                                    Originally     As
                                      Reported  Restated   Difference

       Net Loss                 $       3,749   $ 1,579    $     2,170(2)
       Loss Per Share           $       (0.00)  $ (0.00)   $         -(4)
<PAGE>
                     THE THEME FACTORY, INC.
                  (A Development Stage Company)
                Notes to the Financial Statements
               January 31, 2001 and April 30, 2000


NOTE 4 -  CORRECTION OF ERROR (Continued)

                             For the Nine Months Ended January 31, 2000
                                    Originally     As
                                      Reported  Restated   Difference

       Net Loss                 $      17,688   $11,178    $     6,510(2)
       Loss Per Share           $       (0.00)  $ (0.00)             -(4)

                                 From Inception on November 13, 1989
                                       Through January 31, 2001
                                    Originally     As
                                      Reported  Restated   Difference

       Net Loss                 $     306,200   $133,802   $172,398(1)

       (1)                    Relates to taxes payable of $86,810 and
                              accrued interest of $85,588.

       (2)                    Relates to interest expense for the
                              respective periods.

       (3)                    Relates to taxes payable of $86,810 and
                              accrued interest of $81,248.

       (4)                    The correction of errors did not change
                              this item.

NOTE 4 - SUBSEQUENT EVENTS

       a. The Company approved a 3-for-1 dividend to its
          shareholders, all references to common stock have been
          retroactively restated.

       b. The Company acquired 100% of outstanding securities of AquaPure,
          in consideration of the exchange of an aggregate total of
          7,000,000 shares of common stock.

       c. The Company acquired 100% of outstanding securities of Water Star
          in consideration of the exchange of an aggregate total of
          7,650,000 shares of common stock.

       d. The AquaPure Agreement and the Water Star Agreement were closed
          simultaneously.

       e. The Company changed its name to Geyser Group, Ltd. in connection
          with the reverse merger.

       The acquisitions of Water Star and AquaPure will be accounted for as
       a reverse merger.
<PAGE>

Item 2.   Management's Discussion and Analysis or Plan of Operation.

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

          Prior to its acquisition of AquaPure International, Inc.
("AquaPure") and Water Star Bottling, Inc. ("Water Star"), 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  will include the business operations of these entities.  See Item 5.

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 January 31, 2001, the Company had $0 in assets and $32,514 in
liabilities.  The Company had no revenues for the three months ended January
31, 2001 and 2000, with $1,685 and $1,579 in expenses, for net losses of
($1,685) and ($1,579), respectively.  The Company had no revenues for the nine
months ended January 31, 2001 and 2000, with $9,012 and $11,178 in expenses,
for net losses of ($9,012) and ($11,178), respectively.

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

     At January 31, 2001, the Company had no current assets, with total
current liabilities of $32,514.  Total stockholder's equity was ($32,514).

                   PART II - OTHER INFORMATION

Item 1.   Legal Proceedings.

          None; not applicable.

Item 2.   Changes in Securities.

          The Company authorized a 300% dividend (or three [3] shares for each
share owned) to each stockholder of the Company, with the dividend to be
effective for stockholders of record on March 12, 2001, at 8:00 a.m., Eastern
Standard Time, and to be distributed on March 22, 2001.

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.

         The Company completed the acquisition of 100% of AquaPure
International, Inc., a Nevada corporation ("AquaPure"), and 100% of Water Star
Bottling, Inc., a Wyoming corporation ("Water Star" [and its 85% majority-
owned subsidiary, Geyser Products, LLC, a Delaware limited liability company,
"Geyser"]), pursuant to separate Definitive Agreements and Plans of
Acquisition (the "Agreements") that were conditioned upon the closing of the
other and that were closed simultaneously.

         The Company's name was changed to "Geyser Group, Ltd." and a new OTC
Bulletin Board Symbol, "GEYR," was assigned to the Company, effective
Thursday, March 15, 2001.

         Immediately prior to the closing of these Agreements, a principal
stockholder of the Company canceled 1,145,000 shares to the treasury of the
Company, and the Company effected a 300% dividend (three shares [3] for each
share owned) on outstanding shares of record at March 12, 2001, to be
distributed on March 22, 2001.

         AquaPure was organized in July, 1999, to acquire operating spring
water companies through financing and business combinations.  Water Star,
through its marketing division, Geyser, bottles and markets spring water from
North America's only cold water geyser located in the Bridger/Teton National
Forest, Wyoming.  It also markets fruit flavored spring water nationally.

        An 8-K Current Report dated March 9, 2001, will be filed with the
Securities and Exchange Commission on or before March 26, 2001.  Additional
information respecting these Agreements will be included therein.
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: 6/22/01                           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: 6/22/01                             By/s/David C. Merrell
     --------                             ------------------------------------
                                          David C. Merrell
                                          President and
                                          Director