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

                               Amendment No. 1
                                      to
                                 Form 10-KSB


      [X}Annual Report Pursuant to 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)


             Nevada                            88-0470239
 -------------------------------   -------------------------------------
 (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: NONE

       Title of each class         Name of each exchange on which registered

-------------------------------------------------------------------------------

-------------------------------------------------------------------------------

Securities Registered Pursuant to Section 12(g) of the Act:

                                 COMMON
-------------------------------------------------------------------------------
                            (Title of class)

-------------------------------------------------------------------------------
                            (Title of class)

                                    1
<PAGE>

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. [ ] Yes [X] No

Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B is not contained in this form, and no
disclosure will be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference in
Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [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
                      ----------

Note: If determining whether a person is an affiliate will involve an
unreasonable effort and expense, the issuer may calculate the aggregate market
value of the common equity held by non-affiliates on the basis of reasonable
assumptions, if the assumptions are stated.

State the number of shares outstanding of each of the issuer's classes of
common equity, as of December 31, 2000.  26,674,138
                                         ----------

                    DOCUMENTS INCORPORATED BY REFERENCE

If the following documents are incorporated by reference, briefly describe them
and identify the part of the Form 10-KSB (e.g., Part I, Part II, etc.) into
which the document is incorporated: (1) any annual report to security holders;
(2) any proxy or information statement; and (3) any prospectus filed pursuant
to Rule 424(b) or (c) of the Securities Act of 1933 ("Securities Act").  The
listed documents should be clearly described for identification purposes
(e.g., annual report to security holders for fiscal year ended December 24,
1990).

Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]

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

Item 1.  Description of Business..................................  3
Item 2.  Description of Property..................................  9
Item 3.  Legal Proceedings........................................  9
Item 4.  Submission of Matters to a Vote of Security Holders......  9

Part II  .........................................................  9

Item 5.  Market for Common Equity and Related Stockholder Matters.  9
Item 6.  Management's Discussion and Analysis or Plan of
         Operation................................................ 10
Item 7.  Financial Statements ... ................................ 11
Item 8.  Changes in and Disagreements With Accountants on
         Accounting and Financial Disclosure.....................  24

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

Item 9.  Directors, Executive Officers, Promoters and Control
         Persons; Compliance with Section 16(a) of the
         Exchange Act ...........................................  24
Item 10. Executive Compensation .................................  25
Item 11. Security Ownership of Management and Others and Certain
         Security Holders......................................... 26
Item 12. Certain Relationships and Related Transactions........... 26
Item 13. Exhibits and Reports on Form 8-K ........................ 27
SIGNATURES ....................................................... 28

<PAGE>
                        FORWARD LOOKING STATEMENTS

     This Annual Report contains forward-looking statements about our business,
financial condition and prospects that reflect our management's assumptions and
beliefs based on information currently available.  We can give no assurance
that the expectations indicated by such forward-looking statements will be
realized.  If any of our assumptions should prove incorrect, or if any of the
risks and uncertainties underlying such expectations should materialize,
ThermaFreeze's actual results may differ materially from those indicated by the
forward-looking statements.

     The key factors that are not within our control and that may have a direct
bearing on operating results include, but are not limited to, acceptance of our
services, our ability to expand its customer base, managements' ability to
raise capital in the future, the retention of key employees and changes in the
regulation of our industry.

     There may be other risks and circumstances that management may be unable
to predict.  When used in this Report, words such as, "believes," "expects,"
"intends," "plans," "anticipates," "estimates" and similar expressions are
intended to identify and qualify forward-looking statements, although there may
be certain forward-looking statements not accompanied by such expressions.
However, the forward-looking statements contained herein are not covered by the
safe harbors created by Section 21E of the Securities Exchange Act of 1934.

                                  PART I

                            ITEM 1.  BUSINESS

A.  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
26,674,138 of which are presently issued and outstanding.  The Company's
shares are traded on OTC-BB.  The symbol is THFZ.

Approximately 26,674,138 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
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,

                                      3

<PAGE>
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
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.

                                      4

<PAGE>

  (e) Product Composition and Manufacture

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

(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

                                     5
<PAGE>

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)

  (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.

  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

                                     6

<PAGE>

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
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."

                                      7

<PAGE>

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.


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
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.

                                        8

<PAGE>

                         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.


                                   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
------------------

</TABLE>

                                       9
<PAGE>

<TABLE>
<CAPTION>

<S>                                 <C>              <C>
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.

13
<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 $312,355 and notes payable of
$830,355.

  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.

  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

                                      10
<PAGE>

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.


                       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-8


</TABLE>





                                       11

<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)




November 21, 2002


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)
                             Restated Balance Sheet

<TABLE>
<CAPTION>

RESTATED BALANCE SHEET

                                                                 December 31,
                                                                     2000
                                                                 ------------
<S>                                                              <C>
Assets

Current assets:
   Cash and equivalents                                          $         26
   Accounts receivable                                                  1,425
                                                                 ------------
      Total current assets                                              1,451
                                                                 ------------
                                                                 $      1,451
                                                                 ============

Liabilities and Stockers' (Deficit)

Current liabilities:
   Accounts payable                                              $    312,355
                                                                 ------------
      Total current liabilities                                       312,355
                                                                 ------------
Notes payable - shareholders                                          830,355
                                                                 ------------
                                                                    1,142,710
                                                                 ------------

Stockholders' (deficit)
   Preferred stock, $0.001 par value, 10,000,000 shares
      authorized; 5,000,000 shares issued and outstanding               5,000
   Common stock, $0.001 par value, 40,000,000 shares
      authorized; 26,674,138 shares issued and outstanding             26,674
   Additional paid-in capital                                       2,574,966
   Accumulated (deficit)                                           (3,747,899)
                                                                 -------------

                                                                 $      1,451
                                                                 ============

</TABLE>

  The accompanying notes are an integral part of these financial statements.

                                     F-3

<PAGE>

                                    ThermaFreeze, Inc.
                            (A Development Stage Company)
                          Restated Statements of Operations

<TABLE>
<CAPTION>

RESTATED STATEMENTS OF OPERATIONS
                                                     Year ending
                                                     December 31,
                                                  2000           1999
                                                ------------------------
<S>                                             <C>           <C>
Revenue                                         $  146,348    $  212,952
                                                ------------------------

Expenses:
  Consulting services - related party                    -             -
  Officer compensation                                   -             -
  Research and development                         270,099       262,516
  Rent and occupancy - related party                     -             -
  General and administrative expenses               60,493       175,502
  Travel                                                 -             -
  Sales and Marketing                               25,500             -
  Legal services                                     7,500             -
  Depreciation                                       1,090           363
  Employee stock-based enticement                  100,000             -
                                                ------------------------
    Total expenses                                 464,682       438,381
                                                ------------------------

(Loss) from continuing operations                 (318,334)     (225,429)
Other income (expenses):
  Financing enticements - related party                  -             -
  Financing enticements                                  -             -
  Interest - related party                        (113,580)     (127,454)
                                                -------------------------

Net (loss)                                      $ (431,914)   $ (352,883)
                                                =========================

Weighted average number of common shares
  outstanding - basic and fully diluted         24,604,203    22,511,522
                                                ========================

Net (loss) per share - basic and fully diluted  $    (0.02)   $    (0.02)
                                                =========================

</TABLE>

  The accompanying notes are an integral part of these financial statements.

                                       F-4

<PAGE>
                              ThermaFreeze, Inc.
                        (A Development Stage Company)
            Restated Statement of Changes in Stockholders' Equity

<TABLE>
<CAPTION>

RESTATED 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)

Donated
Capital                                         629,336                629,336

Net Loss
Dec 1998                                                   (827,324)  (827,324)
          ---------------------------------------------------------------------
Balance,
Dec 31,
1998      22,511,522 22,512 5,000,000  5,000  1,883,002  (2,963,102)(1,052,588)

Donated
Capital                                         223,748                223,748

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

Balance
Dec 31,
1999      22,511,522  22,512 5,000,000  5,000  2,106,750 (3,315,985)(1,181,723)
          =====================================================================
Shares
Issued
For Cash     106,250     106                       7,331                 7,438

Shares
Issued
For Cash     200,000     200                                               200

Shares
Issued
For Marketing
Services     150,000     150                      25,350                25,500

Shares
Issued
For Legal
Services      50,000      50                       7,450                 7,500

Shares
Issued
to extinguish
debt-related
party     2,651,366    2,651                     328,540               331,191

Shares
Issued
to extinguish
debt          5,000        5                         545                   550

Shares
Issued
as employment
enticement1,000,000    1,000                      99,000               100,000

Net (loss), year
ended Dec 31,
2000                                                        (431,914) (431,914)
          ---------------------------------------------------------------------

Balance,
Dec 31,
2000      26,674,138 $26,674 $5,000,000 $5,000 2,574,966 (3,747,899)(1,141,259)
          =====================================================================

</TABLE>
  The accompanying notes are an integral part of these financial statements.

                                     F-4
<PAGE>
                                ThermaFreeze, Inc.
                        (A Development Stage Company)
                       Restated Statements of Cash Flow

<TABLE>
<CAPTION>

RESTATED STATEMENTS OF CASH FLOWS

                                                          Year ending
                                                          December 31,
                                                    ------------------------
                                                      2000          1999
                                                    ------------------------
<S>                                                 <C>           <C>
Cash flows from operating activities
     Net loss                                       $(431,914)    $(352,883)
     Depreciation                                       1,090           363
     Shares issued for consulting services              1,400             -
     Shares issued for marketing services              25,500             -
     Shares issued for legal services                   7,500             -
     Shares issued for employee enticement            100,000             -
       net cash (used) by operations:
       (Increase) decrease in accounts receivable       3,680        (5,105)
       (Increase) in short-term receivables                 -             -
       Increase in accounts payable                   204,747        54,870
                                                    ------------------------
                                                    ------------------------
Net cash (used) by operating activities                (87,997)     (302,755)
                                                    -------------------------
                                                    ------------------------
Cash flows from investing activities                         -             -
                                                    ------------------------

Cash flows from financing activities
     Loans from shareholders                            78,882        78,227
     Issuance of common stock                            7,638       223,748
                                                    ------------------------
Net cash provided by financing activities               86,520       301,875
                                                    ------------------------
Net increase (decrease) in cash                         (1,477)         (780)
Cash - beginning                                         1,503         2,283
                                                    ------------------------
Cash - ending                                       $       26    $    1,503
                                                    ========================

Supplemental disclosures:
     Interest Paid                                  $  113,580    $  127,454
                                                    ========================
     Income taxes paid                              $        -    $        -
                                                    ========================
     Non-cash transactions:
       Shares issued for extinguishment of debt-
         related party                              $  331,741    $        -
                                                    ========================
</TABLE>

  The accompanying notes are an integral part of these financial statements.

                                     F-5







<PAGE>
                              ThermaFreeze, Inc.
                         (A Development Stage Company)
                         Notes to Financial Statements

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES AND PROCEDURES

Organization
------------
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.  From January 1997 to February 2001,
the Company was considered  a development stage company in accordance with SFAS
#7 as it attempted to develop  certain  "cold-packing"  technology  for market.
During  February  2001,  the  Company  ceased to pursue the development of  the
"cold-packing" technology.

On February 28, 2001, the Company acquired  51% of the total outstanding shares
of Environmental Reclamation, Inc. (ERI). ERI was engaged in the remediation of
heavy  metal contaminated soil and properties,  remediation  and  clean  up  of
hazardous   waste  and  illegal  drug  laboratory  operations,  abandoned  mine
reclamation and  maintenance  of  operating  mining  facilities.   Its  work is
performed   primarily   under  fixed  price  or  time  and  material  contracts
principally in western United  States  and  where  ERI acts as project manager,
joint venture partner or subcontractor.  Its major clients  have included ARCO,
ASARCO, Barrick GOLD, U.S. Forest Service, Bureau of Land Management, U.S. Drug
Enforcement Agency, U.S. Army Corps of Engineers and Union Pacific Railroad.

On   July  3,  2001,  ThermaFreeze  Inc.  changed  its  name  to  Enviro-Energy
Corporation.

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  revenue  and  expenses  during  the reporting period.
Actual results could differ from those estimates.

Cash and cash equivalents
-------------------------
The  Company  maintains a cash balance in a non-interest-bearing  account  that
currently does  not  exceed  federally  insured limits.  For the purpose of the
statements  of  cash  flows, all highly liquid  investments  with  an  original
maturity of three months or less are considered to be cash equivalents.

Investments
-----------
Investments in companies over which the Company exercises significant influence
are  accounted for by the  equity  method  whereby  the  Company  includes  its
proportionate  share  of  earnings  and  losses  of such companies in earnings.
Other long-term investments are recorded at cost and  are written down to their
estimated recoverable amount if there is evidence of a  decline  in value which
is other than temporary.

Property, plant and equipment
-----------------------------
Property, plant and equipment are stated at the lower of cost or estimated  net
recoverable  amount.   The cost of property, plant and equipment is depreciated
using the straight-line  method  based  on  the  lesser of the estimated useful
lives of the assets or the lease term based on the following life expectancy:

                 Buildings                      20 Years
                 Equipment                      10 Years
                 Furniture and fixtures          3 Years

Repairs  and maintenance expenditures are charged to  operations  as  incurred.
Major improvements  and replacements, which extend the useful life of an asset,
are capitalized and depreciated over the remaining estimated useful life of the
asset.  When assets are  retired  or  sold,  the  costs and related accumulated
depreciation and amortization are eliminated and any  resulting gain or loss is
reflected in operations.

                                     F-6
<PAGE>
                              ThermaFreeze, Inc.
                         (A Development Stage Company)
                         Notes to Financial Statements

Goodwill
--------
Goodwill represents the excess of the cost subsidiaries and businesses over the
assigned  value  of  the  net  assets  acquired.   The  Company   reviews   the
recoverability of goodwill whenever events or changes in circumstances indicate
that  the  carrying  value may not be recoverable.  The measurement of possible
impairment is based primarily  on  the  ability  to  recover the balance of the
goodwill from expected future operating cash flows on  an  undiscounted  basis.
The   amount   of  any  impairment  is  recorded  as  "Loss  from  Discontinued
Operations".

Revenue recognition
-------------------
The Company recognizes revenue on an accrual basis as it invoices for services.

Reporting on the costs of start-up activities
Statement of Position  98-5  (SOP  98-5),  "Reporting  on the Costs of Start-Up
Activities,"  which  provides guidance on the financial reporting  of  start-up
costs and organizational  costs, requires most costs of start-up activities and
organizational costs to be  expensed  as  incurred.   SOP 98-5 is effective for
fiscal years beginning after December 15, 1998.  With the adoption of SOP 98-5,
there has been little or no effect on the Company's financial statements.

Loss per share
--------------
Net  loss  per  share  is  provided in accordance with Statement  of  Financial
Accounting Standards No. 128  (SFAS #128) "Earnings Per Share".  Basic loss per
share is computed by dividing losses  available  to  common stockholders by the
weighted average number of common shares outstanding during  the  period.   The
Company  had  no  dilutive  common  stock equivalents, such as stock options or
warrants as of December 31, 2000.

Advertising Costs
-----------------
The Company expenses all costs of advertising  as incurred.  The Company had no
advertising costs included in selling and marketing expenses for the year ended
December 31, 2000.

Fair value of financial instruments
-----------------------------------
Fair value estimates discussed herein are based upon certain market assumptions
and pertinent information available to management as of December 31, 2000.  The
respective  carrying  value of certain on-balance-sheet  financial  instruments
approximated their fair  values.  These  financial instruments include cash and
accounts payable. Fair values were assumed  to  approximate carrying values for
cash  and payables because they are short term in  nature  and  their  carrying
amounts approximate fair values or they are payable on demand.

Impairment of long lived assets
-------------------------------
Long lived  assets  held  and  used  by  the  Company are reviewed for possible
impairment whenever events or circumstances indicate  the carrying amount of an
asset may not be recoverable or is impaired.

Stock-Based Compensation:
-------------------------
The  Company accounts for stock-based awards to employees  in  accordance  with
Accounting  Principles  Board  Opinion  No. 25, "Accounting for Stock Issued to
Employees"  and related interpretations and  has  adopted  the  disclosure-only
alternative of  FAS No. 123, "Accounting for Stock-Based Compensation." Options
granted to consultants, independent representatives and other non-employees are
accounted for using the fair value method as prescribed by FAS No. 123.

Comprehensive Income
--------------------
SFAS No. 130, "Reporting  Comprehensive  Income", establishes standards for the
reporting  and  display  of comprehensive income  and  its  components  in  the
financial statements.  The  Company  had no items of other comprehensive income
and therefore has not presented a statement of comprehensive income.

                                     F-7
<PAGE>
                              ThermaFreeze, Inc.
                         (A Development Stage Company)
                         Notes to Financial Statements

Segment reporting
-----------------
The  Company  follows  Statement of Financial  Accounting  Standards  No.  130,
"Disclosures About Segments  of  an  Enterprise  and  Related Information". The
Company  operates  as  a  single segment and will evaluate  additional  segment
disclosure requirements as it expands its operations.

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

Income taxes
------------
The  Company  follows  Statement  of Financial  Accounting  Standard  No.  109,
"Accounting for Income Taxes" ("SFAS  No. 109") for recording the provision for
income taxes.  Deferred tax assets and  liabilities are computed based upon the
difference between the financial statement  and  income tax basis of assets and
liabilities  using the enacted marginal tax rate applicable  when  the  related
asset or liability  is expected to be realized or settled.  Deferred income tax
expenses or benefits  are  based  on the changes in the asset or liability each
period.  If available evidence suggests  that  it  is more likely than not that
some  portion  or  all  of  the deferred tax assets will  not  be  realized,  a
valuation allowance is required to reduce the deferred tax assets to the amount
that is more likely than not  to be realized.  Future changes in such valuation
allowance are included in the provision for deferred income taxes in the period
of change.

Deferred  income taxes may arise  from  temporary  differences  resulting  from
income and  expense items reported for financial accounting and tax purposes in
different periods.   Deferred  taxes  are classified as current or non-current,
depending on the classification of assets and liabilities to which they relate.
Deferred taxes arising from temporary differences  that  are  not related to an
asset  or liability are classified as current or non-current depending  on  the
periods in which the temporary differences are expected to reverse.

Recent pronouncements
---------------------
In June  2001,  SFAS  No.  141,  "Business  Combinations,"  and  SFAS  No. 142,
"Goodwill  and  Other  Intangible  Assets," were issued.  SFAS No. 141 requires
that all business combinations initiated  after  June 30, 2001 be accounted for
using  the  purchase  method  of accounting, and that  identifiable  intangible
assets acquired in a business combination  be recognized as an asset apart from
goodwill, if they meet certain criteria.  The  impact  of  the adoption of SFAS
No.  141  on  our reported operating results, financial position  and  existing
financial statement disclosure is not expected to be material.

SFAS No. 142 applies  to all goodwill and identified intangible assets acquired
in  a  business  combination.    Under  the  new  standard,  all  goodwill  and
indefinite-lived intangible assets,  including  that  acquired  before  initial
application  of  the  standard,  will  not  be amortized but will be tested for
impairment at least annually.  The new standard  is  effective for fiscal years
beginning after December 15, 2001.  Adoption of SFAS No.  142 effective January
1,  2002,  will  result in the elimination of approximately $82,000  of  annual
amortization.  The  Company  does not expect to recognize any impaired goodwill
as of January 1, 2002.

In July 2001, SFAS No. 143, "Accounting  for Asset Retirement Obligations," was
issued which requires the recognition of a  liability  for  an asset retirement
obligation  in  the  period  in  which  it is incurred.  When the liability  is
initially recorded, the carrying amount of  the  related  long-lived  asset  is
correspondingly increased.  Over time, the liability is accreted to its present
value and the related capitalized charge is depreciated over the useful life of
the  asset. SFAS No. 143 is effective for fiscal years beginning after June 15,
2002.   The  impact  of  the adoption of SFAS No. 143 on the Company's reported
operating  results,  financial   position   and  existing  financial  statement
disclosure is not expected to be material.

In August 2001, SFAS No. 144, "Accounting for  the  Impairment  or  Disposal of
Long-Lived  Assets,"  was  issued.   This  statement  addresses  the  financial
accounting  and  reporting  for the impairment or disposal of long-lived assets
and broadens the definition of  what  constitutes  a discontinued operation and
how results of a discontinued operation are to be measured  and presented.  The
provisions  of SFAS No. 144 are effective for financial statements  issued  for
fiscal years beginning after December 15, 2001.  The

                                     F-8
<PAGE>
                              ThermaFreeze, Inc.
                         (A Development Stage Company)
                         Notes to Financial Statements

impact of the  adoption  of  SFAS  No.  144  on our reported operating results,
financial position and existing financial statement  disclosure is not expected
to be material.

NOTE 2 - INCOME TAXES

The Company accounts for income taxes under Statement  of  Financial Accounting
Standards  No.  109,  "Accounting  for  Income Taxes" ("SFAS No.  109"),  which
requires use of the liability method.   SFAS  No.   109  provides that deferred
tax  assets and liabilities are recorded based on the differences  between  the
tax bases  of  assets  and liabilities and their carrying amounts for financial
reporting purposes, referred  to as temporary differences.  Deferred tax assets
and liabilities at the end of each  period  are  determined using the currently
enacted  tax  rates  applied  to taxable income in the  periods  in  which  the
deferred tax assets and liabilities are expected to be settled or realized.

The provision for income taxes differs from the amount computed by applying the
statutory federal income tax rate  to income before provision for income taxes.
The sources and tax effects of the differences are as follows:

               U.S federal statutory rate       (34.0%)
               Valuation reserve                 34.0%
                                                ------
               Total                                -%
                                                ======

As of December 31, 2000, the Company  has  a net operating loss carryforward of
approximately $4,000,000 for tax purposes, which  will  be  available to offset
future taxable income.  If not used, this carryforward will expire in 2017. The
deferred tax asset relating to the operating loss carryforward  has  been fully
reserved at December 31, 2000.

NOTE 3 - STOCKHOLDER'S EQUITY

The  Company is authorized to issue 300,000,000 shares of its $0.001 par  value
common stock and 10,000,000 shares of its $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.

During the year ended December 31, 2000,  the  Company issued 106,250 shares of
its $0.001 par value common stock for cash of $7,438.

During the year ended December 31, 2000, the Company  issued  200,000 shares of
its $0.001 par value common stock for cash of $200.

During the year ended December 31, 2000, the Company issued 150,000  shares  of
its $0.001 par value common stock for marketing services valued at $25,500, the
fair market value of the underlying shares.

During  the  year  ended December 31, 2000, the Company issued 50,000 shares of
its $0.001 par value common stock for legal services valued at $7,500, the fair
market value of the underlying shares.

                                      F-9
<PAGE>
                              ThermaFreeze, Inc.
                         (A Development Stage Company)
                         Notes to Financial Statements

During the year ended December 31, 2000, the Company issued 2,651,366 shares of
its $0.001 par value  common stock to a major shareholder for extinguishment of
debt totaling $331,191.

During the year ended December 31, 2000, the Company issued 5,000 shares of its
$0.001 par value common stock to an unrelated third party for extinguishment of
debt totaling $550.

During the year ended December 31, 2000, the Company issued 1,000,000 shares of
its $0.001 par value common  stock  to  an employee as an "employee enticement"
valued at $100,000, the fair market value of the underlying shares.

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

NOTE 4 - 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.   However,  the  Company  has  not  commenced  its planned  principal
operations  and  it  has not generated any revenues.  In order  to  obtain  the
necessary capital, the Company is seeking equity and/or debt financing.  If the
financing does not provide  sufficient capital, some of the shareholders of the
Company have agreed to provide sufficient funds as a loan over the next twelve-
month period.  However, the Company  is  dependent  upon  its ability to secure
equity and/or debt financing and there are no assurances that  the Company will
be  successful,  without  sufficient  financing  it would be unlikely  for  the
Company to continue as a going concern.

NOTE 5 - 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 cash
flow 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
cash flow 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 6 - WARRANTS AND OPTIONS

The Company has outstanding 1,000,000 warrants to convert into 1,000,000 shares
of the Company's $0.001 par value common stock at an exercise price of 75% of
the average mean of the purchase price of the common stock for 5 trading days
immediately preceding the notice of purchase.  The warrants are considered to
be anti-dilutive as of December 31, 2000 due to the Company's accumulated
deficit.

NOTE 7 - CONTINGENCIES

The Company has been notified of an unasserted possible claim or assessment
that is probable of assertion in the matter of Mark Neuhaus/Coldwater Capital
LLC as a result of the Company's failure to file Form S-8 with the Securities
and Exchange Commission.  The amount of claim or assessment is not deteminable,
and the Company's management believes the issue can be resolved in a manor
favorable to the Company.

                                       F-10

<PAGE>
                              ThermaFreeze, Inc.
                         (A Development Stage Company)
                         Notes to Financial Statements

NOTE 8 - SUBSEQUENT EVENTS

IEscrete(TM)  technology  was  developed  by Norad Corporation as a proprietary
process to encapsulate a wide variety of environmentally  hazardous  materials.
Applications  for this technology are primarily mining related clean ups.   The
Company acquired  this  technology  from  Norad Corporation in 2001 for 500,000
restricted shares of the Company's $0.001 par  value  common  stock  valued  at
$170,000,  the  fair  market  value  of  the  underlying  shares.   IEscrete is
currently  completing a one-year field test under the auspices of the  EPA  and
the DOE.

On February  28,  2001,  Enviro-Energy  Corporation concluded an agreement with
Environmental  Reclamation,  Inc. (ERI), an  Ontario,  Canada  corporation  and
several of its shareholders whereby  Enviro-Energy Corporation acquired a total
of  6,257,894 shares of ERI's common stock  from  seven  selling  shareholders,
representing 51% of ERI's total outstanding shares, in exchange of the issuance
of a total of 3,150,743 shares of its authorized but unissued common stock.

On July  7, 2001, the Company signed a Share Exchange Agreement to acquire 100%
of Energy  Flow  Management  Inc. (EFMI) for 1,000,000 restricted shares of the
Company's $0.001 par value common  stock.   These  restricted  shares  will  be
further  escrowed  against completion of the first major project of EFMI, which
is an Advanced Anaerobic  Digester  System  (AADS).   EFMI  has patents pending
protecting its process and technology for the AADS.

On January 29, 2002, the Company entered into a Stock Purchase  Agreement  with
Colvico,   Inc.  to  acquire  from  Colvico's  sole  shareholder  100%  of  the
outstanding  shares of Colvico for 4,000,000 shares of the Company's redeemable
(callable) and  convertible  $0.001 par value preferred stock at a stated value
of $1.00 per share, or $4,000,000.   Each  unredeemed  preferred  share  may be
converted  on  a  1:4  basis  into the Company's $0.001 par value common stock.
Colvico is an established electrical  contractor and energy services company in
the Pacific Northwest whose services will enhance the Company's ability to take
to market its acquired bio-waste-to-electricity generation plant technology.

On March 15, 2002, the Company issued its 1,000,000 restricted shares of $0.001
par value common stock to the shareholders  of EFMI pursuant to the acquisition
agreement dated July 7, 2001.

On  March  28,  2002,  the Company entered into a  Stock  Swap  Agreement  (the
"Agreement")  with  JW  Reed   Corporation  (JWR)  to  sell  its  ownership  in
Environmental Reclamation, Inc. (ERI) whereby the Company will receive $150,000
cash plus 5,500,000 shares of shares  of  JWR common stock in exchange for 100%
of its interest in ERI plus all assets and/or  liabilities  owed to the Company
by  ERI.  The Agreement stipulates a closing date of April 30,  2002,  but  has
been  mutually  agreed to be extended to an unspecified date in the 2nd quarter
of 2002 upon satisfaction of due diligence procedures by both parties.

                                    F-11
<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.


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

                                    24
<PAGE>

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 Southeastern 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.

(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>

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

                                    25

<PAGE>

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>

(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.

                                     26

<PAGE>

                ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

  None. - Not Applicable.








                                    27

<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







                                         28