<PAGE>


              UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C.  20549


                                FORM 10 - KSB


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

         		For the fiscal year ended  December 31, 2000
                                      --------------------



                              ThermaFreeze, Inc.
             ---------------------------------------------------
               (Name of Small Business Issuer in its charter)


             Delaware                            95-4520761
 -------------------------------   -------------------------------------
 (State or other jurisdiction of   (I.R.S. Employer Identification No.)
  incorporation or organization)


         4430 Haskell Avenue, Encino, CA                91436
 ------------------------------------------------    -------------
    (Address of principal executive offices)          (zip code)


                              818-784-2445
        ---------------------------------------------------------
                        Issuer's Telephone Number


Securities registered under Section 12(b) of the Exchange Act:


    Title of Each Class            Name on each exchange on which
    to be registered               each class is to be registered

  Common Stock, .001 par value        Nasdaq Over the Counter Bulletin Board
  --------------------------      -----------------------------------


Securities to be registered under section 12(g) of the Act:

(Title of Class)

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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. [X] Yes [ ] 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. [X]

State issuer's revenues for its most recent fiscal year.  $146,348
									    --------

State the aggregate market value of the voting and non-voting common
equity held by non-affiliates of the Company (based on the closing
price os such stock as reported by the Over the Counter Bulletin Board)
on December 31, 2000: $3,467,637

Common Stock, $.001 par value per share, 40,000,000 shares authorized,
26,674,135 issued and outstanding as of December 31, 2000.  Preferred
Stock, $001. par value per share, 10,000,000 shares authorized,
5,000,000 issued and outstanding as of December 31, 2000.


TABLE OF CONTENTS


Part I   .........................................................  3

Item 1.  Description of Business..................................  3
Item 2.  Description of Property.................................. 12
Item 3.  Legal Proceedings........................................ 12
Item 4.  Submission of Matters to a Vote of Security Holders...... 12


Part II  ......................................................... 13

Item 5.  Market for Common Equity and Related Stockholder Matters. 13
Item 6.  Management's Discussion and Analysis or Plan of
   Operation................................................ 14
Item 7.  Financial Statements ... ................................ 16

Item 8.  Changes in and Disagreements With Accountants on
         Accounting and Financial Disclosure.....................  17


Part III ........................................................  17

Item 9.  Directors, Executives, Officers and Significant
         Employees................................................ 17

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Item 10. Remuneration of Directors and Executive
         Officers................................................. 19
Item 11. Security Ownership of Management and Others and Certain
         Security Holders......................................... 20
Item 12. Certain Relationships and Related Transactions........... 21

Item 13. Exhibits and Reports on Form 8-K ........................ 21

SIGNATURES ....................................................... 22


                                  PART I

ITEM 1.  DESCRIPTION OF BUSINESS

1.  Business Development, Organization and Acquisition Activities

ThermaFreeze, Incorporated, (the "Company") or ("THFZ") was formed in
Delaware in May 1994, as Baseball Properties, Inc., a publicly held
Delaware Corporation. The original ThermaFreeze(TM), Inc. was formed in
Nevada in March, 1995, and acquired by Baseball Properties, Inc. The
acquisition became operationally effective in January of 1997.

The Company is a Development Stage Company with no history of profitable
operations, financed by several existing shareholders. ThermaFreeze(TM)
was formed to further develop, manufacture and market a diverse, state
of the art product line for the packaging and shipping of temperature
sensitive products.  Applications include such products but not limited
to the shipping of whole blood, plasma and human organs, to food
products of all types, flowers and pharmaceuticals.

The Company has the authority to issue 10,000,000 Shares of Preferred
Stock at $.001. par value, 5,000,000 Preferred Shares are presently
issued and outstanding; and, the Company has the authority to issue
40,000,000 Shares of Common Stock at $.001 par value, of which
26,674,135 of which are presently issued and outstanding.  The Company's
shares are traded on OTC-BB.  The symbol is THFZ.

Approximately 26,674,135 shares of the Company's Common Stock, $.001 par
value are presently issued outstanding, the Company has issued 5,000,000
of its Convertible Preferred Shares.

(a) Operating History

The Company was formed in Delaware in May 1994, as Baseball Properties,
Inc., a publicly held Delaware Corporation. The original
ThermaFreeze(TM), Inc. was formed in Nevada in March, 1995, and
acquired by Baseball Properties, Inc. The acquisition became
operationally effective in January of 1997.  The Company is a
Development Stage Company with no history of profitable operations,
financed by several existing shareholders. ThermaFreeze (TM) was formed
to further develop, manufacture and market a diverse, state of the art

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product line for the packaging and shipping of temperature sensitive
products.  Accordingly, the Company has a limited operating history
upon which an evaluation of the Company, its current business and its
prospects can be based, each of which must be considered in light of
the risks, expenses and problems frequently encountered by all
companies in the early stages of development, and particularly by such
companies entering developing market with a new product concept.  The
Company's prospects must be considered in light of the risks,
uncertainties,expenses and difficulties frequently encountered by
companies in their early stages of development, particularly companies
with a new product concept.  Such risks include, without limitation,
the lack of broad acceptance of the company's products, the possibility
that the Company will fail to achieve broad acceptance, the inability
of the Company to generate significant revenues from its customers, the
company's inability to
anticipate and adapt to a developing market, including the amount and
timing of capital expenditures and other costs relating to the expansion
of the company's operations, the introduction and development of
different or more extensive communities by direct and indirect
competitors of the Company, including those with greater financial,
technical and marketing resources, the inability of the Company to find
markets for its products, the inability of the Company to attract,
retain and motivate qualified personnel and general economic conditions.

(b) Description of The Business

ThermaFreeze(TM) was formed to develop, manufacture and market a
diverse, product line for the packaging and shipping of temperature
sensitive products. Any product being shipped, whether food, medical or
pharmaceutical, must be maintained within certain temperature parameters
determined by the producer. To maintain those parameters in the most
cost effective manner is the mission of all shipping companies and
packaging engineers.  Toward this end, the Company has designed a group
of thermal protection products that may be used individually or
together as a system.  The products prevent heat from entering or
exiting a given receptacle whether it is the box or pouch within the
container or the container itself.

(c) Company Products

ThermaFreeze(TM) provides a versatile product, that contains a non-toxic
refrigerant,when hydrated and frozen or hydrated and heated, that can
maintain the desired temperature range for extended periods of time.
ThermaBarrier(TM) is designed to protect against solar radiation, that
is, heat transferred through radiated energy.  This film material when
properly applied reflects radiated heat and protects the cargo both from
the intrusion and extrusion of heat.

ThermaFreeze(TM) product line controls heat attack from conduction,
radiation or convection. ThermaFreeze(TM) is a non-toxic refrigerant
produced from a proprietary formula of plastic film, non-woven fabrics


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and special polymers, which when hydrated and frozen, is capable of
maintaining cold temperatures during transit or if hydrated and heated,
of maintaining a warm temperature.

(d) Developing and Changing Market

Present packing and shipping methods in the medical, pharmaceutical and
food-processing industries are well established. The Company believes
its comprehensive system can offer these customers a different and
innovative, from both a cost-effective and product protection, approach
to ship product.

Management believes the Company's line of ThermaFreeze's products can
provide the dual benefits of lower shipping costs combined with minimal
spoilage rates. By replacing the present freezing media, wet or dry ice
or gel blocks packed in insulated containers with ThermaFreeze, total
shipping weight and relate shipping costs will be reduced, sometimes
substantially.  Management believes the efficiency of the Company's
products will reduce or in many cases eliminate spoilage during transit.

The packaging industry has not developed any innovative products or
technologies that address the specialized needs of many of its clients.
The profusion and variety of items being transported require new methods
and concepts that have not been forthcoming.  Wet or dry ice or frozen
gel blocks have, in one form or another, been the basis of temperature
sensitive shipping for the past 50 years. When packed in insulated
containers, usually Styrofoam lined, the product is ready to be shipped.
A typical example might involve a pharmaceutical company shipping a two-
pound payload plus two pounds of frozen gel blocks packaged in a 14-
pound box.  The cost required to deliver 18 pounds of payload, container
and gel is almost twice the cost of the Company's system in the same
application. Assuming the pharmaceutical company ships 10,000 of these
containers each month, the Company's system will make a dramatic impact
on current packaging and shipping methods.

The ThermaFreeze(TM) family of refrigerants and containers when used
together, might offer a more cost-effective shipping medium than any
present packaging and shipping media by reducing overall shipping weight
and product deterioration.  Management believes the packaging industry
has been slow to address the need for lighter, more efficient thermal
protection.  The Company hopes large shippers might embrace any product
that can increase efficiency and reduce costs.  The techniques and
designs of the Company's products and production equipment are subject
either to exclusive licenses or will be the subjects of patent
applications to be filed with respect to chemical formulations and
manufacturing processes and designs.  The inability to attract and
retain customers for its products could have a material adverse effect
upon the Company's business, results of operations and financial
condition.

(e) Product Composition and Manufacture

The Company's refrigerant product line is produced in long, continuous,

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ribbon-like strips and delivered to the users for hydration and freezing
or hydration and heating depending on the specific usage.  The essential
structure involves a thin plastic film layer, non-woven fabric and an
assortment of special polymers and chemical additives.  All of the
requisite materials needed for the product production are readily
available from several sources.

(f) Market Segments and Potential Applications

The Company has identified and intends to concentrate its marketing and
product development efforts in several specific market segments and
industries.

i) Pharmaceutical Application

Human and animal vaccines and serums must be shipped in temperature
controlled conditions within the specific parameters mandated by the
manufacturers.  Any material deviation may negatively impact their
effectiveness or in some cases actually cause additional harm.  The
Company's ThermaBarrier(TM) and ThermaFreeze(TM), depending on the
specific transit conditions required, provides a shipping alternative
for this market.

ii)  Clinical Laboratory Applications

As medical procedures become more sophisticated, there is an increasing
demand for human organs as well as human and animal blood and tissue
samples.  In many instances, transport is required from acquisition
site, to usage site while maintaining the shipments specified
temperature range critical to the overall efficacy of the treatment or
the procedure.  The Company's products can provide the necessary thermal
protection as may be required.

iii) Medical Applications

ThermaFreeze(TM) is suited for topical application as either a hot or
cold compress. General medical uses, physical therapy and orthopedic
situations often require heat and cold to be applied immediately upon
injury or in continuing treatment.  Hospitals and clinics can maintain a
supply of frozen ThermaFreeze(TM) for immediate use.  Dry
ThermaFreeze(TM) can be, within two minutes, hydrated in cold water for
use as a cool compress while hydrated ThermaFreeze(TM) can be heated,
within two minutes, in a microwave, for use as a hot compress.

(g) Potential Cost Savings:

The Company is believes its group of products can be adapted to fit the
needs of most customers while offering a savings in shipping costs and
reducing the rate of spoilage or product deterioration.


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(h) ThermaFreeze Production Machine

An advanced ThermaFreeze(TM) production machine has been completed by
Thermal Products, Inc., a non-affiliated third party.  It significantly
improves production capacity, efficiency and finished goods quality.
The Company has exclusive lease rights for the United States with
worldwide Joint Venture participation to the machine.  A patent was
granted in 1996.

This machine's design utilizes a process control and reporting system.
The hardware design is open, permitting easy maintenance of components
and heavy part replacement, if necessary.  An on-board hoist and an air
compressor are included to make the machine almost completely self-
contained.


(i)  Competition and Markets

The Company is at a competitive disadvantage with some other firms and
individuals that have greater financial resources and larger technical
staffs than the Company.  In addition, in recent years a number of small
companies have been formed which have objectives similar to those of the
Registrant and which present substantial competition to the Company.

The Company is entering a marketplace where new products, technology and
innovation are just emerging.  Essentially, the market is controlled by
the use of wet ice, dry ice and gel blocks packed in a Styrofoam insert
and foam lined shipping boxes.  The packaging market is familiar with
the use, performance, and limitations of these products and large
manufacturers and shippers have sizable inventories of these products.

Despite these factors, the Company hopes it can provide cost-effective
benefits of its packaging system, in that it will outweigh any rationale
for the continued use of the present shipping media.  Management is
presently aware of only four direct competitors who offer a thermal
product similar to ThermaFreeze(TM).

i)   Dynetherm, Inc., Division of Weyerhaeuser, Inc., Theodore,
AL.They sell a product line essentially the same as ThermaFreeze(TM),
Inc.

ii)  Techni-Ice (Australia).  Producing a refrigerant pad sold in
the U.S.

iii) Sealed Air Australia.  Sealed Air Corporation acquired the
assets of Thermarite Pty. Ltd. in 1996.  This is another similar product
to the ThermaFreeze produce.

iv)  Maxwell Chase (Atlanta, Georgia)


7

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(j) Sales and Marketing

The Company has contacted major potential users in its target
industries, pharmaceuticals, medical and food processing.  Some of this
potential users have already either used or tested the Company's
products.

The Company plans to conduct the bulk of its early sales efforts through
the use of manufacturers representatives, which provides the lowest cost
and highest production. This method of selling will allow the Company
personnel to establish personal contact with the end users of its
products.  The Company plans to retain all billing responsibilities and
thereby maintain control of customer pricing, market conditions and
trends.  If its business develops, the Company may choose to appoint
exclusive and or non-exclusive distributors to service specific markets.
No Sales Contracts or Suppliers Contracts have been issued at this time.

(k) Other Products

Management is considering other growth opportunities and potential
acquisitions of businesses and/or the acquisition of exclusive
proprietary rights in consumer/commercial products similar or
complementary to that of the Company, but there can be no assurance that
such opportunities will arise or will be profitable to the Company.  The
pursuit of any such growth opportunities will require a significant
investment of funds and management attention.  Any such growth
opportunities will be subject to all of the risks inherent in the
establishment of a new product or service, including competition, lack
of sufficient customer demand, unavailability of experienced management,
unforeseen complications, delays and cost increases.  The Company may
incur costs in connection with pursuing new growth opportunities that it
cannot recover, and the Company may be required to expense certain of
these costs, which may negatively impact the Company's reported
operating performance for the periods during which such costs are
incurred.  Please refer "Forward-Looking Statements and Cautionary
Notice Regarding Forward Looking Statements."

2)  Raw Materials and Suppliers

The Company obtains its products through a licensing agreement and does
not use any raw materials or have any principal suppliers of raw
materials.

3) Customers

The Company believes that establishing and maintaining brand identity is
a critical aspect of its efforts to attract new customers.  In order to
attract new customers, advertisers and commerce vendors, and in response
to competitive pressures, the Company intends to make a commitment to
the creation and maintenance of brand loyalty among these groups.  The
Company plans to accomplish this, although not exclusively, through
targeted customer marketing and promotional efforts.

8
<PAGE>


There can be no assurance that brand promotion activities will yield
increased revenues or that any such revenues would offset the expenses
incurred by the Company in building its brands.  Further, there can be
no assurance that any new users will continue to purchase the
ThermaFreeze product on a regular basis.  If the Company fails to
promote and maintain its brand or incurs substantial expenses in an
attempt to promote and maintain its brand or if the Company's existing
or future strategic relationships fail to promote the Company's brand or
increase brand awareness, the Company's business, results of operations
and financial condition would be materially adversely affected.

4) Potential Fluctuations in Operating Results; Quarterly Fluctuations

The Company's operating results may fluctuate significantly in the
future as a result of a variety of factors, many of which are outside
the Company's control. As a strategic response to changes in the
competitive environment,the Company may from time to time make certain
pricing, marketing decisions or acquisitions that could have a material
short-term or long-term adverse effect on the Company's business,
results of operations and financial condition.

There can be no assurance that such patterns will not have a material
adverse effect on the Company's business, results of operations and
financial condition. There can be no assurance that the Company will
receive any material amount of revenue under these agreements in the
future. The foregoing factors, in some future quarters, may lead the
Company's operating results to fall below the expectations.

5)  Risks Associated With New Services, Features and Functions

There can be no assurance that the Company would be able to expand its
operations in a cost-effective or timely manner or that any such efforts
would maintain or increase overall market acceptance.  Furthermore, any
new business launched by the Company that is not favorably received by
consumers could damage the Company's reputation and diminish the value
of its brand name.  Expansion of the Company's operations in this manner
would also require significant additional expenses and development,
operations train the Company's management, financial and operational
resources.  The lack of market acceptance of the Company's products
would result in the Company's inability to generate satisfactory
revenues and its inability to offset their costs could have a material
adverse effect on the Company's business, results of operations and
financial condition.

6)  Risks Associated with Acquisitions

If appropriate opportunities present themselves, the Company would
acquire businesses, technologies, services or product(s) that the
Company believes are strategic.

The process of integrating an acquired business, technology, service or

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product(s) into the Company may result in unforeseen operating
difficulties and expenditures and may absorb significant management
attention that would otherwise be available for ongoing development of
the Company's business. Moreover, there can be no assurance that the
anticipated benefits of any acquisition will be realized. Future
acquisitions could result in potentially dilutive issuances of equity
securities, the incurrence of debt, contingent liabilities and/or
amortization expenses related to goodwill and other intangible assets,
which could materially adversely affect the Company's business, results
of operations and financial condition.  Any future acquisitions of other
businesses, technologies, services or product(s) might require the
Company to obtain additional equity or debt financing, which might
not be available on terms favorable to the Company, or at all, and such
financing, if available, might be dilutive.

7)  Patents, Trademarks, Licenses, Franchises, Concessions, Royalty
Agreements, or Labor Contracts

On January 10, 2000, the Company signed a contract granting an exclusive
license for Patent Pending perishable food delivery/shipping system with
DeliverSafe Inc. of Los Angeles.  An initial License Fee of $250,000 has
been paid.  The license agreement also requires ThermaFreeze Inc. to
transfer all food customers and prospective food customers to
DeliverSafe Inc.


8)  Regulation

The Company's operations are affected by numerous federal and state laws
that impose disclosure and other requirements upon the origination,
servicing and enforcement of credit accounts and limitations on the
maximum amount of finance charges that may be charged by a credit
provider. Any change in the regulation of credit which would materially
limit the availability of credit to the Company's traditional customer
base could adversely affect the Company's results of operations or
financial condition. Please refer "Forward-Looking Statements and
Cautionary Notice Regarding Forward Looking Statements."

9)  Effect of Existing or Probable Government Regulations

Any new legislation or regulation, or the application of laws or
regulations from jurisdictions whose laws do not currently apply to the
Company's business, for third-party activities and jurisdiction.  The
adoption of new laws or the application of existing laws may decrease
the demand for the Company's products, which could increase the
Company's cost of doing business or otherwise have a material adverse
effect on the Company's business, results of operations and financial
condition.  There can be no assurance, however, that State government
will not attempt to impose these regulations upon the Company in the
future or that such imposition will not have a material adverse effect
on the Company's business, results of operations and financial
condition.

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10) Research and Development Activities

The Company, among other things, plans to develop and market its
ThermaFreeze(TM) brand product, implement and execute its business and
marketing strategy successfully, continue to develop and upgrade its
technology and information-processing systems, meet the needs of a
changing market, provide customer service, respond to competitive
developments and attract, integrate, and motivate qualified personnel
provided the company can generate sales and profit.

As is typical of any new and rapidly evolving market, demand and market
acceptance for recently introduced products are subject to a high level
of uncertainty and risk.  Moreover, because this market is new and
rapidly evolving, it is difficult to predict its future growth rate, if
any, and its ultimate size.  If the market fails to develop, develops
more slowly than expected or becomes saturated with competitors, or if
the Company's products do not achieve or sustain market acceptance, the
Company's business, results of operation may be materially and adversely
affected.

There can be no assurances the Company will be successful in
accomplishing any or all of its plans, and the failure to do so could
have a material adverse effect on the company's business, results of
operations and financial condition.

11)  Impact of Environmental Laws

The Company is not aware of any federal, state or local environmental
laws which would effect its other operations.

12)  Employees

The Company currently has three (3) Officers of the Company.  As
the Company begins to develop its markets it will need to add employees.

(i)  The Company's performance is substantially dependent on the
performance of its Chairman and President, Joseph Murray.  In
particular, the Company's success depends on his ability to identify,
develop and market the company's products.

(ii) The Company does not carry key person life insurance on any of its
personnel. The loss of the services of any of its executive officers or
other key employees could have a material adverse effect on the
business, results of operations and financial condition of the Company.
The Company's future success also depends on its ability to retain and
attract highly qualified technical and managerial personnel.

(iii)  There can be no assurance that the Company will be able to retain
its key managerial and technical personnel or that it will be able to
attract and retain additional highly qualified technical and managerial
personnel in the future.   The inability to attract and retain the

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technical and managerial personnel necessary to support the growth of
the Company's business, due to, among other things, a large increase in
the wages demanded by such personnel, could have a material adverse
effect upon the Company's business, results of operations and financial
condition.

13)  The Industry & Potential Effect on the Company's Plan of Operations

As potential markets grow and countries from the most industrialized to
those struggling to emerge from third world status seek to build viable
foreign markets for their exports, the Company's line of products and
services are positioned to help effect changes in packaging and
delivery.

The Company plans to market its products through the retail channels of
distribution, utilizing contract sales representatives.  Failure by the
Company to adapt to changing market conditions or identify productive
contract sales representatives could have a material adverse effect on
the Company's business, results of operations and financial condition.

ITEM 2.  DESCRIPTION OF PROPERTY

A.  Description of Property

The address of the principal office is: 4430 Haskell Avenue, Encino, CA
91436.  Approximately 3,500 square feet is rented on a month to month
occupancy basis in Encino, California for Sales and Administration.  A
lease arrangement is available on the present arrangement. The company
rents administrative offices from Sheila McGuire, a shareholder of the
Company.

The Company leases manufacturing space approximately 9,500 square
feet of in Mobile, Alabama. The factory site address is 776
Lakeside Dr., Mobile, AL 36693. The Factory is located on a lot as
a stand alone structure; 3,270 sq. ft. is occupied by office space,
6,380 square feet is occupied by manufacturing. The Company owns
no real estate and rents all of its equipment.

Management believes that this is currently suitable for the Company's
needs for the next twenty-four (24) months.


ITEM 3.  LEGAL PROCEEDINGS

The Company is not currently involved in any legal proceedings nor does
it have knowledge of any threatened litigation.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.


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PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

A.	Market Information

(1) The Company's common stock is listed and trading on the NASD Over
The Counter Bulletin Board under trading symbol "THFZ."

CERTAIN MARKET INFORMATION

The Company's Common Stock is traded on the OTC Bulletin Board under the
symbol "THFZ."  The following table sets forth the high and low bid
quotations for the Common Stock for the periods indicated.  These
quotations reflect prices between dealers, do not include retail mark-
ups, mark-downs, and commissions and may not necessarily represent
actual transactions.

<TABLE>
<CAPTION>
                                         Common Stock
PERIOD                              HIGH             LOW
------                              ----             ---
<S>                                 <C>              <C>

Calendar Year 2000
------------------
First Quarter ended 3/31/00         $0.23            $0.18
Second Quarter ended 6/30/00        $0.2812          $0.0938
Third Quarter ended 9/30/00         $0.3125          $0.1875
Fourth Quarter ended 12/31/00       $0.25            $0.125

Calendar Year 1999
------------------
First Quarter ended 3/31/99         $0.20            $0.11
Second Quarter ended 6/30/99        $0.28            $0.15
Third Quarter ended 9/30/99         $0.28            $0.15
Fourth Quarter ended 12/31/99       $0.28            $0.11

Calendar Year 1998
------------------
First Quarter ended 3/31/98         $0.37            $0.15
Second Quarter ended 6/30/98        $0.40            $0.25
Third Quarter ended 9/30/98         $0.70            $0.12
Fourth Quarter ended 12/31/98       $0.30            $0.12

</TABLE>

(2)(i)  During the year ended December 31, 1999, 408,342 warrant units
were issued.  Each warrant unit contains 100,000 shares of restricted
common stock and 33,334 warrants to purchase 33,334 shares of commons
tock at $.15 per share exercisable for a 2-year period from the date of
purchase.

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<PAGE>

(ii) There are approximately 9,976,891 shares restricted common Stock
of the Company, of which all of these restricted shares which are
more than two years old that could be sold under Rule 144 under the
Securities Act of 1933, as amended.


(iii) There is currently no common equity that is being or is proposed
to be publicly offered by the Company, the offering of which could have
a material effect on the market price of the issuer's common equity.


B.  Holders

As of December 31, 2000, the Company has approximately one thousand
seven hundred and ninety-nine (1,799) stockholders of record.

C.  Dividend Policy

The Company has not paid any dividends to date.  In addition, it does
not anticipate paying dividends in the immediate foreseeable future.
The Board of Directors of the Company will review its dividend policy
from time to time to determine the desirability and feasibility of
paying dividends after giving consideration to the Company's earnings,
financial condition, capital requirements and such other factors as the
board may deem relevant.

D.  Reports to Shareholders

The Company shall furnish its shareholders with annual reports
containing audited financial statements and such other periodic reports
as the Company may determine to be appropriate or as may be required by
law.  The Company shall comply with periodic reporting, proxy
solicitation and certain other requirements by the Securities Exchange
Act of 1934.

E.  Transfer Agent and Registrar

The Transfer Agent for the shares of common voting stock of the Company
are maintained by:  United Stock Transfer Company, 3615 South Huron
Street, Suite 104, Englewood, CO  80110  Phone: (303)783-9055.

ITEM 6.  MANANAGEMENTS'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

1)  On December 31, 2000, the Company had a Cash balance of $26.00 with
outstanding accounts payable of $312,905 and notes payable of
$1,480,488.

The Company currently does not have the available funds to meet its
anticipated needs for working capital, capital expenditures and
business expansion for the next 12 months.  The Company expects that it
will continue to experience a small operating cash flow for the
foreseeable future as a result of significant new product development,
advertising and infrastructure.

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<PAGE>

As an On Going concern, if the Company needs to raise additional funds
in order to fund expansion, develop new or enhanced services or
products, respond to competitive pressures or acquire complementary
products, businesses or technologies, any additional funds raised
through the issuance of equity or convertible debt securities, the
percentage ownership of the stockholders of the Company will be reduced,
stockholders may experience additional dilution and such securities may
have rights, preferences or privileges senior to those of the Company's
Common Stock.   The Company does not currently have any contractual
restrictions on its ability to incur debt and, accordingly, the Company
could incur significant amounts of indebtedness to finance its
operations.  Any such indebtedness could contain covenants which would
restrict the Company's operations.  There can be no assurance that
additional financing will be available on terms favorable to the
Company, or at all.  If adequate funds are not available or are not
available on acceptable terms, the Company may not be able to continue
in business, or to a lessor extent not be able to take advantage of
acquisition opportunities, develop or enhance services or products or
respond to competitive pressures.

2) No engineering, management or similar report has been prepared or
provided for external use by the Company in connection with the offer of
its securities to the public.

3) Management believes that the Company's future growth and success will
depend on its ability to find new investment capital coupled with a
broader range of business products and services.

4)  On January 10, 2000, the Company signed a contract granting an
exclusive license for Patent Pending perishable food delivery/shipping
system with DeliverSafe Inc. of Los Angeles.  An initial License Fee of
$250,000 has been paid.  The license agreement also requires
ThermaFreeze Inc. to transfer all food customers and prospective food
customers to DeliverSafe Inc.

5)  The Company during the quarter ending March 31, 2000 adopted a Stock
Option Plan for key employees, consultants and others.

B.  Segment Data

As of December 31, 2000, the Company generated $146,348 in revenues
as compared to $212,952, for calendar year ending December 31, 1999.
Accordingly, the Statement of Operations expresses the financial
information as consolidated and no table showing percentage breakdown of
revenue by business segment or product line is included.








15

<PAGE>


ITEM 7.  Financial Statements

a)  The following documents (pages F-1 to F-8) form part of the report
on the Financial Statements.

<TABLE>
<CAPTION>
FINANCIAL STATEMENTS


<S>                                                        <C>

										PAGE

Independent Auditor's Report						 F-1
Auditor's Consent 							 F-2
Balance Sheets								 F-3
Income Statements								 F-4
Statement of Stockholders' Equity					 F-5
Statement of Cash Flows							 F-6
Footnotes									 F-7-8


</TABLE>




























16

<PAGE>

G. BRAD BECKSTEAD
Certified Public Accountant
330 E. Warm Springs
Las Vegas, NV 89119
702.528.1984
425.928.2877 (efax)


INDEPENDENT AUDITOR'S REPORT

March 8, 2001

Board of Directors
ThermaFreeze, Inc.
Encino, CA

I have audited the Balance Sheets of ThermaFreeze, Inc.(the "Company")
(A Development Stage Company), as of December 31, 2000 and 1999, and
the related Statements of Operations, Stockholders' Equity, and Cash
Flows for the years then ended.  These financial statements are the
responsibility of the Company's management.  My responsibility is to
express an opinion on these financial statements based on my audit.

I conducted my audit in accordance with generally accepted auditing
standards.  Those standards require that I 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 statement presentation.  An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation.  I believe that my audit provides a reasonable basis for
my opinion.

In my opinion, the financial statements referred to above present
fairly, in all material respects, the balance sheet of ThermaFreeze,
Inc., (A Development Stage Company), as of December 31, 2000 and 1999,
and its related statements of operations, equity and cash flows for
years then ended, in conformity with generally accepted accounting
principles.

The accompanying financial statements have been prepared assuming the
Company will continue as a going concern.  As discussed in Note 3 to
the financial statements, the Company has had limited operations and
have not commenced planned principal operations.  This raises
substantial doubt about its ability to continue as a going concern.
Management's plan in regard to these matters are also described in Note
3.  The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.


/S/ Signed
G. Brad Beckstead, CPA
F-1

<PAGE>

G. BRAD BECKSTEAD
Certified Public Accountant
330 E. Warm Springs
Las Vegas, NV 89119
702.528.1984
425.928.2877 (efax)





March 8, 2001


To Whom It May Concern:

The firm of G. Brad Beckstead, CPA, consents to the inclusion of my
report of March 8, 2001, on the Financial Statements of ThermaFreeze,
Inc. for the years ended December 31, 2000 and 1999, in any filings
which are necessary now or in the near future to be filed with the US
Securities and Exchange Commission.

Signed,



G. Brad Beckstead, CPA
























F-2




<PAGE>

                                ThermaFreeze, Inc.
                          (A Development Stage Company)
                                  Balance Sheet
                           December 31, 2000 and 1999

<TABLE>
<CAPTION>

BALANCE SHEET


                                              2000           1999
Assets
<S>                                           <C>            <C>
Cash                                          $       26     $    1,503

Accounts receivable                                1,425	      5,105
							    ----------	 ----------
		  Total Current Assets			   1,425	      6,608

Furniture, fixtures and equipment, net             	-	      1,090
                                              ----------     ----------
              Total Assets                    $    1,451     $    7,698
                                              ==========     ==========

Liabilities and Stockholders' Deficit

Accounts payable					    $  312,905	 $  108,158
							    ----------	-----------
              Total Current Liabilities		 312,905        108,158
Notes payable - shareholders                  $1,081,263     $1,003,036
                                              ----------     ----------
             Total Liabilities                 1,480,488      1,189,421
                                              ----------     ----------
Common Stock, $0.001 par value,
  40,000,000 shares authorized; 26,674,135
  and 22,511,522shares issued and outstanding
  at 12/31/00 and 12/31/99                        26,674         22,512

Preferred Stock, $0.001 par value,
  10,000,000 shares authorized; 5,000,000
  shares issued and outstanding at 12/31/00
  and 12/31/99                                     5,000          5,000

Additional paid-in capital                     2,104,188      1,883,002
Deficit accumulated during development stage  (3,614,899)    (3,315,985)
            Total Stockholders' Deficit       (,479,037)	 (1,181,723)
Total Liabilities and Stockholders' Deficit   $    1,451     $    7,698

</TABLE>
               See accompanying notes to financial statements.

                                     F-3

<PAGE>

                                    ThermaFreeze, Inc.
                            (A Development Stage Company)
                                 Income Statement
                                  For the periods
                       December 31, 2000 and December 31, 1999

<TABLE>
<CAPTION>

STATEMENT OF OPERATIONS
                                                  2000           1999
<S>                                             <C>           <C>
Revenue                                         $  146,348	  $  212,952

Research and development                           270,099       262,516

General and administrative expenses                 60,493       175,502

Depreciation                                         1,090           363
                                                ----------    ----------
-
Net deficit before other expenses                 (185,334     (225,429)

Other expenses - Interest                          113,580	     127,454
                                                ----------    ----------
 Net deficit accumulated
     during development stage                    $(298,914)   $(352,883)
                                                 ==========   ==========


Weighted average number of
     common shares outstanding                    26,674,135  22,511,522

Net (loss) per share                             $       -0-  $      -0-
                                                 ===========  ==========

</TABLE>




               See accompanying notes to financial statements.

F-4










<PAGE>
                              ThermaFreeze, Inc.
                        (A Development Stage Company)
                Statement of Changes in Stockholders' Equity
                              For the periods
                  December 31, 1999 and December 31, 1998


<TABLE>
<CAPTION>

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                                                         Deficit
                                                       Accumulated   Total
                                             Addt'l      During      Stock-
          Common     Stock  Preferred Stock  Paid-in   Development   holders'
          Shares     Amt.   Shares    Amt.   Capital     Stage       Deficit
<S>       <C>        <C>    <C>       <C>    <C>        <C>          <C>
Dec 31
1997,
Beginning
Balances  22,511,522 22,512 5,000,000 5,000  1,253,666  (2,135,788)  (854,600)

Dec 1998
Donated
Capital                                         629,336               629,336

Net Loss
Dec 1998                                                   (827,324) (827,324)

Dec 1999
Donated
Capital                                           223,748              223,748

Net Loss
Dec 31,
1999                                                       (352,883)  (352,883)

Balance
Dec 1999 22,511,522  22,512  5,000,000  5,000  2,106,750 (3,315,985) (1,181,723)
        =======================================================================
Dec 2000
Issued
For Cash   200,000      200                                                200

Dec 2000
Issued For
Services 3,962,613    3,962                       (2,562)			1,400

Net Loss
Dec 1999                                                    (298,914)  (298,914)

Balance
Dec 31,
1999    26,674,135  26,674  5,000,000  5,000  2,104,188 (3,614,899) (1,479,037)
        =======================================================================

</TABLE>
               See accompanying notes to financial statements.

                                     F-4
<PAGE>
                                ThermaFreeze, Inc.
                        (A Development Stage Company)
                          Statement of Cash Flows
                              For the periods
                  December 31, 2000 and December 31, 1999

<TABLE>
<CAPTION>

STATEMENT OF CASH FLOWS
                                                    2000          1999
<S>                                                 <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES

     Net loss                                       $(298,914)    $(352,883)
     Stock Issued for services                          1,400            -
     Depreciation                                       1,090           363
     Increase in accounts receivable                   (3680)        (5,105)
     Increase in other liabilities                    204,747        54,870
                                                    ---------     ---------
     Net cash used by operating activities            (87,997)     (302,755)
                                                    ---------     ---------
CASH FLOWS FROM INVESTING ACTIVITIES

     Net cash used by investing activities                -              -
                                                     --------     ---------
CASH FLOWS FROM FINANCING ACTIVITIES

     Notes payable-shareholders                       86,320         78,227

     Stock Issuance			                        200        223,748
                                                   ---------      ---------
     Net cash provided by financing activities         86,520       301,975
                                                   ---------      ---------

     Net decrease in cash                             (1,477)          (780)
     Beginning cash                                    1,503          2,283
                                                   ---------      ---------
     Ending cash                                    $     26      $   1,503
                                                    ========      =========
NON-CASH TRANSACTIONS

     Interest expense                              $113,580        $127,454
     Income taxes                                        -               -

     Stocks issued for services:
     Number of Shares				     3,962,613	       -
     Value of Shares Issued			     $   3,962		-
                                                    ========      =========
</TABLE>
               See accompanying notes to financial statements.


                                     F-5







<PAGE>
ThermaFreeze, Inc.
(A Development Stage Company)

Notes

Note 1 - Significant accounting policies

The Company was organized May, 1994 (Date of Inception) under the laws
of the State of Delaware, as Baseball Properties, Inc.  In January,
1997, the Company acquired ThermaFreeze, Inc., a Nevada corporation,
and changed its name to ThermaFreeze, Inc.  The Company has limited
operations and in accordance with SFAS #7, the Company is considered a
development stage company.

The Company uses the accrual method of accounting.

Earnings per share is computed using the weighted average number of
shares of common stock outstanding.

The Company has not yet adopted any policy regarding payment of
dividends.  No dividends have been paid since inception.

The cost of equipment is depreciated over the estimated useful life of
the equipment utilizing the straight line method of depreciation.

The Company will review its need for a provision for federal income tax
after each operating quarter and each period for which a statement of
operations is issued.

The Company has adopted December 31 as its fiscal year end.

Note 2 - Common stock

The Company is authorized to issue 40,000,000 shares of $0.001 par
value common stock and 10,000,000 shares of $0.001 par value preferred
stock.

During the year ended December 31, 1997, the Company issued 22,511,522
shares of its $0.001 par value common stock for cash and services
pursuant to a private placement offering.

During the year ended December 31, 1998, $629,336 of donated capital
was received in the form of cash and services, and is recorded as
additional paid-in capital.

During the year ended December 31, 1999, $223,748 of donated capital
was received in the form of cash and services, and is recorded as
additional paid-in capital.

During the year ended December 31, 1999, 408,342 warrants were issued.
Each warrant is redeemable for one share of common stock at $.15 per
share exercisable for a 2-year period from the purchase date.

F-6


<PAGE>

(Notes continued)

During the year ended December 31, 2000, the Company issued 200,000
shares of its $.001 par value common stock for cash of $200.

During the year ended December 31, 2000, the Company issued 3,962,613
shares of its $.001 par value common stock for services rendered valued
at $3,962.  $2,562 has been allocated out of additional paid-in capital
for a net effect to shareholders equity of $1,400. Shares of Common
Stock issued is 26,674,135.  There are currently 1779 Stockholders.

There have been no other issuances of common or preferred stock.

Note 3 - Going concern

The Company's financial statements are prepared using the 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.  Without realization of additional
capital, it would be unlikely for the Company to continue as a going
concern.

Note 4 - Related party transactions

The Company leases its Encino, CA office space from a shareholder at a
fair market rate of $2,500 per month.  At times, the Company has not
had the cashflow to pay for the rent, whereupon, the amount is added to
a Note Payable to the shareholder.  The note is due upon demand, and
accrues interest at 1% per month cumulative until repaid.

The Company leases equipment from Thermal Products, Inc., a related
entity, at a fair market rate of $10,000 per month.  At times, the
Company has not had the cashflow to pay for the rent, whereupon, the
amount is added to a Note Payable to Thermal Products, Inc.. The note
is due upon demand, and accrues interest at 1% per month cumulative
until repaid.

The officers and directors of the Company are involved in other
business activities and may, in the future, become involved in other
business opportunities.  If a specific business opportunity becomes
available, such persons may face a conflict in selecting between the
Company and their other business interests.  The Company has not
formulated a policy for the resolution of such conflicts.

Note 5 - Warrants and options

During the year ended December 31, 1999, 408,342 warrant units were
issued.  Each warrant unit contains 100,000 shares of restricted common
stock and 33,334 warrants to purchase 33,334 shares of common stock at
$.15 per share exercisable for a 2-year period from the purchase date.

F-7



<PAGE>

(Part II Item 1. Financial Statements cont.)

b) Interim Financial Statements are not provided at this time as they
   are not applicable at this time.

c) Financial Statements of Businesses Acquired or to be acquired are not
   provided at this time, as they are not applicable at this time.

d) Pro-forma Financial Information is not provided at this time as it is
   not applicable at this time.


ITEM 8.  Changes In and Disagreements With Accountants on Accounting and
         Financial Disclosure

None--Not Applicable


                                Part III


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

A.  The names, ages and positions of the Company's directors and
executive officers are as follows:

<TABLE>
<CAPTION>


Name                         Age              Position
--------                    ------           ----------
<S>                          <C>             <C>
Joseph C. Murray             62              Chairman and CEO

Thomas Pryor                 82              Chief Financial Officer
                                             & Director

Lyman Gaude                  58              Chief Operations Officer
                                             & Director


</TABLE>


B.	Family relationships

None - not applicable.


17


C.  Work Experience

Joseph C. Murray, Director, was appointed Chairman and Chief Executive
Officer in 1996. Prior to his appointment, Mr. Murray functioned as
Strategic Planning Consultant and Director of Operations for the
Company. From 1993 to 1995, Mr.Murray was involved in pre-incorporation
research and development for ThermaFreeze. Previously, Mr. Murray led an
engineering unit of Schwitzer Household International Inc. from 1977 to
1985. During his tenure revenues increased more than 200% to over $10
Million with corresponding increases in profitability. He led all
activities in the Americas for Homes, LTD, a unit of Pullman, Inc. based
in Huddersfield, England from 1986 through 1989. During the period of
1990 through 1993, Mr. Murray served as a consultant to small business
development organizations backed by Indiana and Purdue Universities and
consulted with state level economic development agencies in Indiana. Mr.
Murray received a Degree in Liberal Arts at Boston College.

Thomas Pryor, CPA has been Chief Financial Officer and Director since
the company's inception, March 1995. Following a public accounting
career, Mr. Pryor became President and Co-Founder of Computer Data
Corporation in 1964. The success of this company evolved into the 1978
founding of Computer Data Information Systems (CDIS). CDIS was a
software development company providing total on-line integrated
processing for large scale computer systems used primarily by the
Fortune 1000 companies.  CDIS was sold to NYNEX in 1989. Mr. Pryor
received a Bachelor of Science Degree from Missouri University in
1938 and obtained a Degree in Computer Sciences form UCLA in
postgraduate study.

Lyman Gaude was appointed Chief Operations Officer and Director of the
Company in 1996. For 21 years, Mr. Guade served in the military in
varied staff and technical positions and retired in 1981. He has owned
and operated his own business since 1990. In 1989, Mr. Guade was a Co-
Founder of a company that designed packaging systems. During a three-
year tenure, Mr. Guade held the position of Vice President for
Operations. Lyman E.D. Guade received a Bachelor of Arts Degree at South
eastern Louisiana University.

D.  	Involvement on Certain Material Legal Proceedings During the Last
Five Years

(1) 	No director, officer, significant employee or consultant has been
convicted in a criminal proceeding, exclusive of traffic violations.

(2) 	No bankruptcy petitions have been filed by or against any business
or property of any director, officer, significant employee or consultant
of the Company nor has any bankruptcy petition been filed against a
partnership or business association where these persons were general
partners or executive officers.

(3) 	No director, officer, significant employee or consultant has been
permanently or temporarily enjoined, barred, suspended or otherwise
limited from involvement in any type of business, securities or banking
activities.

18

<PAGE>

(4) 	No director, officer or significant employee has been convicted of
 violating a federal or state securities or commodities law.


E.  Conflicts of Interest

The officers and directors of the Company are may in the future become
shareholders, officers or directors of other companies which may be
engaged in business activities similar to those conducted by the
Company. Accordingly, additional direct conflicts of interest may arise
in the future with respect to such individuals acting on behalf of the
Company or other entities. Moreover, additional conflicts of interest
may arise with respect to opportunities which come to the attention of
such individuals in the performance of their duties or otherwise. The
Company does not currently have a right of first refusal pertaining to
opportunities that come to management's attention insofar as such
opportunities may relate to the Company's proposed business operations.

The officers and directors are, so long as they are officers or
directors of the Company, subject to the restriction that all
opportunities contemplated by the Company's plan of operation which come
to their attention, either in the performance of their duties or in any
other manner, will be considered opportunities of, and be made available
to the Company and the companies that they are affiliated with on an
equal basis.  A breach of this requirement will be a breach of the
fiduciary duties of the officer or director. If the Company or the
companies in which the officers and directors are affiliated with both
desire to take advantage of an opportunity, then said officers and
directors would abstain from negotiating and voting upon the
opportunity.  However, all directors may still individually take
advantage of opportunities if the Company should decline to do so.
Except as set forth above, the Company has not adopted any other
conflict of interest policy with respect to such transactions.

ITEM 10.  EXECUTIVE COMPENSATION

(1)  Compensation of Executive Officers

<TABLE>
<CAPTION>

Compensation of Executive Officer

Name              Title           Salary         Bonus    Common Stock
------------------------------------------------------------------------
--
<S>               <C>             <C>             <C>      <C>
Joseph C. Murray  Chairman/CEO    None(1)         None     None(3)
Thomas Pryor      CFO             None(2)         None     None(3)
Lyman Gaude       COO             None(2)         None     None(3)

All Executive Officers as a Group (3 persons)

</TABLE>
19
<PAGE>


The Company has no employment contracts in place with any of its
Officers.

(4) Compensation of Directors

There were no arrangements pursuant to which any director of the Company
was compensated through December 31, 2000 for any service provided as a
Director.  In addition, no such arrangement is contemplated for the
foreseeable future as the Company's only directors are its current
executive officers.  No stock option plan is in place.  No loans have
been made to any officers or directors.  Employees are currently paid
by Thermal Products, Inc.

ITEM 11.  SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITY HOLDERS

A.  Security Ownership of Management and Certain Beneficial Owners

The following table sets forth information as of the date of this
Registration Statement certain information with respect to the
beneficial ownership of the Common Stock of the Company concerning stock
ownership by (i) each director, (ii) each executive officer, (iii) the
directors and officers of the Company as a group, (iv) and each person
known by the Company to own beneficially more than five (5%) of the
Common Stock. Unless otherwise indicated, the owners have sole voting
and investment power with respect to their respective shares.

<TABLE>
<CAPTION>

Title      Name & Address                         Amount of      Percent
of         of Beneficial                          shares           of
Class      Owner of Shares         Position       held by Owner    Class
------     ---------------         --------       -------------    -----
--
<S>        <C>                     <C>            <C>              <C>
Common     Joseph C. Murray(1)(2)  Chairman/CEO   1,000,000
3.75%

Common     Thomas Pryor(1)(2)      CFO            None
0.00%

Common     Lyman Gaude(1)(2)       COO              500,000
1.87%

Common     Thermal Products, Inc.                 6,168,689
23.13%

------------------------------------------------------------------------
All Executive Officers
Directors as a Group (3 persons)      Common:  	  7,668,689       28.75%

</TABLE>

20
<PAGE>


(1) Company address for all Officers is c/o ThermaFreeze, Inc. 4430
Haskell Avenue, Encino, CA  91436

(2)  Note:  All Common shares listed in the above Table were acquired by
said Officers on November 11, 1996.

B.  Persons Sharing Ownership of Control of Shares

No person owns or shares the power to vote ten percent (10%) or more of
the Company's securities. However, Thermal Products, Inc. does own
greater than ten percent (10%).

C.  Non-voting Securities and Principal Holders Thereof

The Company has not issued any non-voting securities.

D.  Options, Warrants and Rights

During the year ended December 31, 1999, 408,342 warrant units were
issued. Each warrant unit contains 100,000 shares of restricted common
stock and 33,334 warrants to purchase 33,334 shares of common stock at
$.15 per share exercisable for a 2-year period from the purchase date.
There were no warrants issued during the year 2000.

E.  Parents of Issuer

Under the definition of parent, as including any person or business
entity who controls substantially all (more than 80%) of the issuers of
common stock, the Company has no parents.

F.  Other

Not applicable.

ITEM 12.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Through a Board Resolution, the Company hired the professional services
of G. Brad Beckstead, CPA, Certified Public Accountant, to perform
audited financials for the Company.  Mr. Beckstead owns no stock in the
Company.  The company has no formal contracts with its accountant, he is
paid on a fee for service basis.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

None. - Not Applicable.






21



<PAGE>

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Company has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

ThemaFreeze, Inc.



/s/ THOMAS PRYOR
------------------------
CFO and Director
Date:  March 13, 2001




22