SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

                                    FORM 10-K

              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                As of May 11, 1988 and for the fiscal years ended
                          January 31, 1989 through 2002
                          Commission File Number 011991

                           THE ENCHANTED VILLAGE, INC.
             (Exact name of Registrant as specified in its charter)

                Delaware                               30-0091294
    (state or other jurisdiction of                 (I.R.S. Employer
       incorporation organization)                 identification No.)

                        1407 North Fort Harrison, Suite H
                            Clearwater, Florida 33755
               (Address of Principal Executive Offices)(Zip Code)

Registrant's telephone number, including area code: (727) 469-8691

           Securities Registered pursuant to Section 12(g) of the Act
                     Common Stock, par value $.002 per share
                 Class A Common Stock, par value $.002 per share
         Series A Convertible Preferred Stock, par value $1.00 per share

      Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months and (2) has been subject to such filing
requirements for the past 90 days. Yes |_| No |X|

      Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not 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-K or any amendment to this
Form 10-K. |_|

      The registrant was inactive from May 11, 1988, when it converted its case
under Chapter 11 of the Bankruptcy Act to a case under Chapter 7, until June 27,
2002, when the newly elected board of directors revived and restored the
registrant's Certificate of Incorporation in accordance with the requirements of
ss.312 of the General Corporation Law of Delaware. During this period the
registrant did not file any of the documents or reports required by Sections 13
or 15(d) of the Securities Exchange Act of 1934.

      There has been no active market for the registrant's securities since 1988
and it is impossible to estimate the aggregate market value of the voting and
non-voting common equity held by non-affiliates of the registrant at the date of
this annual report on Form 10-K.

      After giving effect to the issuance of 9,600,000 shares of Common Stock
and 5,400,000 shares of Class A Common Stock on July 2, 2002, the number of
shares of each class of the registrant's outstanding equity securities was:

      Common Stock                                14,828,333shares
      Class A Common Stock                        7,767,550 shares
      Series A Convertible Preferred Stock          164,450 shares

<PAGE>

No documents are incorporated by reference in this Form 10-K.

PART I

Item 1. Business

Introduction

      Our company incorporated in Delaware in March 1982. In July 1983, we
completed an initial public offering of Common Stock that was registered on Form
S-18. In May 1984 we filed a Form 8-A for the purpose of registering our Common
Stock under the Securities Exchange Act of 1934 (the "Exchange Act"). In April
1986, we completed a second public offering of Class A Common Stock and
Convertible Series A Preferred Stock that was registered on Form S-1.

      Our business was conducted through of a chain of 15 retail stores that
sold educational toys and related goods and services. After encountering
financial difficulties, we filed a voluntary petition under Chapter 11 of the
Bankruptcy Act on April 24, 1987 in the U.S. Bankruptcy Court for the Eastern
District of New York, (case no. 887-70613). On May 11, 1988, we voluntarily
converted our Chapter 11 case into a case in Chapter 7, which resulted in the
orderly liquidation of our business. As a result of the conversion of our
reorganization to a case under Chapter 7, all of our properties were transferred
to the trustee on May 11, 1988 and we terminated all of our business operations.
Our Chapter 7 case was closed by an order of the Court on April 14, 1992 and the
trustee was discharged.

      Since, we did not file franchise tax returns with or pay any franchise
taxes to the State of Delaware during the pendancy of our bankruptcy case, our
Certificate of Incorporation was revoked by order of the Secretary of State of
the State of Delaware on March 1, 1989.

      While our former management did not file a Form 15 to terminate our
reporting obligations under the Exchange Act, we have not filed any of the
documents or reports required by Sections 13 or 15(d) of the Exchange Act since
May 1998. As a result, we remain subject to the reporting requirements of the
Exchange Act but have been delinquent in our SEC reporting obligations.

      On April 18, 2002, Karen H. Mounts and Stirling Corporate Services, LLC
("Stirling"), commenced a civil action in the Delaware Court of Chancery
demanding an annual meeting of the stockholders. On May 20, 2002, the Court of
Chancery granted the requested order and an annual meeting of stockholders was
called and held on June 18, 2002 for the sole purpose of electing a new board of
directors.

      In connection with the Court ordered meeting, the stockholders elected
three new directors who assumed office immediately after the meeting. The
following table identifies our newly elected directors:

             Name                           Age                  Residence
       Sally A. Fonner                      53                Dunedin, Florida
       Michael Manion                       52                Apopka, Florida
       Robert R. Williams                   72                Bowie, Maryland

      Upon election, the new board of directors voted to:

      o     Revive and restore our Certificate of Incorporation in accordance
            with Delaware law; and

      o     Amend our by laws to permit a single member board of directors.


                                       2
<PAGE>

      Immediately thereafter, Messrs. Manion and Williams resigned from the
board and Ms. Fonner, acting as our sole remaining director, took the following
actions:

      o     She determined that it was in the best interest of our company and
            our stockholders to sell 9,600,000 shares of common stock and
            5,400,000 shares of Class A Common Stock to Stirling at a price of
            $.002 per share, consisting of $6,724 in cash and a release of
            Stirling's claims for $23,276 in out-of-pocket costs associated with
            obtaining the Court order and holding the stockholders meeting;

      o     She determined that it was in the best interest of our company and
            our stockholders to file all reports and other documents necessary
            to bring our company into compliance with respect to its reporting
            obligations under the Exchange Act; and

      o     She determined that it was in the best interest of our company and
            our stockholders to develop a plan to reorganize our company as a
            public shell that will subsequently seek to engage in a merger or
            other business combination with a private company that wants to
            become publicly held.

      We filed a Certificate of Revival and Restoration of the company's
Certificate of Incorporation with the Secretary of State of the State of
Delaware on June 27, 2002. As a result, the company is now duly organized,
validly existing and in good standing under the laws of the State of Delaware.
On July 3, 2002, we filed an omnibus report on Form 10-K as of May 11, 1988 and
for the fiscal years ended January 31, 1989 through 2002. Therefore, our company
is now in compliance with respect to its Exchange Act reporting obligations.

Change of Control

      As On July 2, 2002, we sold 9,600,000 shares of common stock and 5,400,000
shares of Class A Common Stock to Stirling. As a result, Stirling owns 64.74% of
our voting Common Stock and 75.34% of our non-voting Class A Common Stock on the
date of this Form 10-K. Stirling does not own any shares of our non-voting
Series A Convertible Preferred Stock.

      While Stirling owns a majority of our Common Stock and Class A Common
Stock, and those shares will be counted in determining whether a quorum is
present at any future meetings of our stockholders, Stirling will not exercise
independent voting authority with respect to its' shares until our company has
completed a business combination with a private company. Rather, Stirling will
vote its shares in accordance with a majority of the votes actually cast at such
a meeting by stockholders who were not officers, directors or affiliates of our
company when our prior Bankruptcy action was commenced. In connection with each
stockholder vote, Stirling will refrain from voting its shares until the votes
cast by previously unaffiliated stockholders have been tallied. When the results
of the preliminary stockholder vote are known, Stirling will vote all of its
shares in accordance with the wishes of the majority. Since the shares held by
Stirling will be voted as a block, each proposal will ultimately be approved or
rejected by a majority of the shares outstanding.

Planned Stockholders' Meeting

      As soon as practicable after the date of this Form 10-K, we intend to call
a meeting of the stockholders to consider and vote upon a plan to ratify the
actions taken to date and to reorganize our company's capital structure.


                                       3
<PAGE>

The principal matters to be considered at the planned stockholders meeting
include:

      o     Ratification of the Certificate of Revival and Restoration that was
            filed with the Secretary of State of the State of Delaware on June
            27, 2002;

      o     Ratification of the amendments to our bylaws that permit a single
            member board;

      o     Ratification of the sale of 9,600,000 shares of common stock and
            5,400,000 shares of Class A Common Stock to Stirling at a price of
            $.002 per share;

      o     Authorization of a capital restructuring plan for our company's
            equity securities; and

      o     Authorization of a new plan of operations for our company.

      The specific actions to be considered at the planned meeting of
stockholders will be described in a written proxy statement that will be filed
with the SEC and delivered to stockholders in accordance with the requirements
of Regulation 14A. The tentative date for the planned meeting of stockholders is
August 21, 2002.

Proposed Capital Restructuring

      Our new management team believes it will be necessary to affect a reverse
split of approximately 1 for 30 to properly position our company as a desirable
public shell. After evaluating our stockholder list, management has found that a
simple reverse split of 1 for 30 would leave our company with 63 "round lot"
stockholders (i.e. persons who own more than 100 shares) and 935 "odd lot"
stockholders (i.e. persons who hold less than 100 shares). We believe that a
high percentage of odd lot holders will be very undesirable to potential targets
because odd lot holders:

      o     Are not counted as stockholders of record for market listing
            purposes;

      o     Are frequently unable to sell their shares in the OTC or Nasdaq
            markets; and

      o     Significantly increase mailing and communication costs,

Therefore our new management team has concluded that the best solution will be
to propose a two-stage capital-restructuring plan that will eliminate the odd
lot stockholder problem.

      As the first stage in the capital restructuring plan, we will propose a 1
for 3,000 reverse split of our Common Stock and Class A Common Stock, which will
automatically adjust the conversion rights of the holders of our Series A
Convertible Preferred Stock. We do not intend to issue fractional shares in
connection with the proposed reverse split. Instead, to the extent that the
reverse split would result in the issuance of fractional shares to a particular
stockholder, the number of shares issuable will be rounded up to the next
highest whole number. Upon completion of the first stage reverse split::

      o     We will have 5,732 shares of Common Stock outstanding;


                                       4
<PAGE>

      o     We will have 2,431 shares of Class A Common Stock outstanding;

      o     Our Series A Preferred Stock will be convertible into 885 shares of
            Class A Common Stock; and

      o     Every existing stockholder will own at least one whole share.

      As the second stage of our proposed capital restructuring, we will propose
to merge with a wholly owned subsidiary in accordance with a plan of merger that
provides for the issuance of:

      o     100 shares of New Common for each share of post reverse Common
            Stock;

      o     100 shares of New Common for each share of post reverse Class A
            Common Stock; and

      o     Conversion of the Series A Convertible Preferred Stock into New
            Common

      The procedures that we intend to employ in connection with our proposed
capital restructuring do not treat all stockholders equally. If we were to
affect a simple reverse split of 1 for 30, our company would have a total of
820,903 shares of New Common issued and outstanding after completion of the
merger. As a direct result of the two-stage capital restructuring, however, we
will have 904,800 shares of New Common issued and outstanding after completion
of the merger. Substantially all of the economic benefit arising from the
proposed capital restructuring will inure to the benefit of stockholders who own
fewer than 3,000 shares and would become odd lot stockholders if a conventional
reverse split were implemented. The following table illustrates the impact of
the two-stage capital restructuring on our principal stockholders.

<TABLE>
<CAPTION>
                                    Common       Class A     Preferred           Before Merger          After Merger
                                    Stock       Stock (1)    Stock (2)         Total      Percent     Total    Percent
<S>                               <C>           <C>          <C>             <C>          <C>        <C>        <C>
Bernard Tessler                   2,448,000                                  2,448,000     9.94%      81,700     9.03%
Cede & Co.                        1,763,932     1,529,485    2,274,480       5,567,897    22.61%     185,700    20.52%
Stirling Corporate Services       9.600,000     5,400,000                    8,100,000    60.91%     270,000    55.26%
</TABLE>

----------
(1)   Based on a one for one conversion ratio of Class A Common Stock.

(2)   Based on a 16 for one conversion ratio of Series A Convertible Preferred
      Stock.

      Stirling and our company's other large stockholders will bear the bulk of
the dilution associated with our proposed capital restructuring procedures.
Nevertheless, our new management team believes that the advantages of having a
large number of "round lot" stockholders justify the inequitable and
disproportionate benefit to be derived by our company's smaller stockholders.

Proposed Operations

      Our company has had no assets, liabilities, management or ongoing
operations and has not engaged in any business activities since May 1988.
Nevertheless, our new management team believes it may be possible to recover
some value for the stockholders through the adoption and implementation of a
plan whereby our company will be restructured as a "public shell" for the
purpose of effecting a business combination transaction with a suitable
privately held company that has both business history and operating assets.


                                       5
<PAGE>

      If the stockholders approve the restructuring proposals, our company will
seek, investigate and, if the results of such investigation warrant, effect a
business combination with a suitable privately held company or other business
opportunity. Our contemplated business operations are sometimes referred to as a
"blind pool" because our stockholders will not ordinarily have an opportunity to
analyze the various business opportunities presented to us, or to approve or
disapprove the terms of any business combination transaction that may be
negotiated. Consequently, our potential success will be primarily dependent on
the efforts and abilities of our new management team, who will have virtually
unlimited discretion in searching for, negotiating and entering into a business
combination transaction.

      Our new management team anticipates that the selection of a business
opportunity will be complex and extremely risky. Because of general economic
conditions, rapid technological advances being made in some industries and
shortages of available capital, our new management team believes that there are
numerous privately held companies seeking the perceived benefits of becoming a
publicly held corporation. Such perceived benefits may include facilitating debt
financing or improving the terms on which additional equity may be sought,
providing liquidity for the principals of the business, creating a means for
providing stock incentives or similar benefits to key employees, providing
liquidity for all stockholders and other factors.

      Potential business opportunities may occur in many different industries
and at various stages of development, all of which will make the task of
comparative investigation and analysis of such business opportunities extremely
difficult and complex. Our new management team believes we will only be able to
participate in one business venture. This lack of diversification should be
considered a substantial risk because it will not allow our company to offset
potential losses from one venture against gains from another. Moreover, due to
our lack of any meaningful financial, managerial or other resources, our new
management team believes we will not be viewed as a suitable business
combination partner for either developing companies or established business that
currently need substantial additional capital.

      Our new management team believes our company will offer owners of a
suitable privately held company the opportunity to acquire a controlling
ownership interest in a public company at substantially less cost than would
otherwise be required to conduct an initial public offering, or IPO.
Nevertheless, we are not aware of any empirical statistical data that would
independently confirm or quantify our beliefs concerning the perceived value of
a merger or acquisition transaction for the owners of a privately held company.
The owners of any existing business selected for a business combination with our
company will incur significant costs and expenses, including the costs of
preparing the required business combination agreements and related documents,
the costs of preparing a Current Report on Form 8-K describing the business
combination transaction and the costs of preparing the documentation associated
with future reporting under the Exchange Act.

      Sally A. Fonner, our president and sole director, has previously served as
the sole officer and director of five inactive public shells that effected
business combinations with private companies. In each of these transactions, the
combined companies have only qualified for quotation on the OTC Bulletin Board,
trading has not been active, liquid or sustained and the market prices have been
volatile. Even if we negotiate and close a business combination, an active,
liquid, stable and sustained public market for the combined companies' shares
may never develop. Stockholders are encouraged to independently review the
available information on Ms. Fonner's prior transactions.

      While our new management team believes our company will be able to enter
into a business combination transaction within 12 months, there can be no


                                       6
<PAGE>

assurance as to how much time will elapse before a business combination is
effected, if ever. We will not restrict our search to any specific business,
industry or geographical location, and our company may participate in a business
venture of virtually any kind or nature.

Acquisition Opportunities

      In implementing a particular business combination transaction, our company
may become a party to a merger, consolidation, reorganization, joint venture,
franchise or licensing agreement with another corporation or entity. We may also
purchase stock or assets of an existing business. After the consummation of a
business combination transaction, it is likely that our present stockholders
will only own a small minority interest in the combined companies. In addition,
as part of the terms of the acquisition transaction, all of our current officers
and directors will ordinarily resign and be replaced by new officers and
directors selected by the target. Our new management team does not intend to
obtain stockholders approval before consummating any acquisition other than a
statutory merger.

      In connection with our investigation of potential business opportunities,
our new management team will ordinarily meet personally with the management and
key personnel of potential targets. They may also visit and inspect material
facilities, check the references of management and key personnel, and take other
reasonable investigative measures. Since the financial and other resources of
our company will be limited, our new management team is not likely to obtain
independent analysis or verification of the information provided by a potential
target

      The terms of any business combination we may negotiate in the future will
depend on the nature of the opportunity, the needs and desires of the target and
its owners, and the relative negotiating strength of our company and the other
parties to the proposed transaction. In negotiating the terms of a potential
business combination, our management team will ordinarily focus on the
percentage of the combined companies' stock that will be held by the owners of
the target upon completion of the transaction. While our management team will
endeavor to maximize the total value to our current stockholders, it is likely
that the owners of the target will want to own 90% to 95% of the outstanding
stock the combined companies upon completion of the transaction. Therefore, any
business combination will likely have a significant dilutive effect on the
voting power held by our current stockholders. Stirling and its advisors do not
intend to sell their shares in connection with a business combination. If
Stirling and its advisors ultimately decide to sell their shares, however, the
selling price of such shares may not represent a premium to the per share value
received by our company.

      Upon completion of a business combination transaction, there can be no
assurance that the combined companies will have sufficient funds to undertake
any significant development, marketing and manufacturing activities.
Accordingly, the combined companies may be required to either seek additional
debt or equity financing or obtain funding from third parties, in exchange for
which the combined companies might be required to issue a substantial equity
position. There is no assurance that the combined companies will be able to
obtain additional financing on terms acceptable to the combined companies.

      It is anticipated that the investigation of specific business
opportunities and the negotiation, drafting and execution of relevant
agreements, disclosure documents and other instruments will require substantial
management time and attention and substantial costs for accountants, attorneys
and others. If a decision were made not to participate in a specific business
opportunity the costs incurred in the related investigation would not be
recoverable. Furthermore, even if an agreement is


                                       7
<PAGE>

reached for the participation in a specific business opportunity, the failure to
consummate that transaction may result in the loss of the related costs
incurred.

      If our company issues securities in connection with a business
combination, we will probably do so in reliance on exemptions from registration
under applicable Federal and state securities laws. In some circumstances,
however, as our company may agree to register such securities either at the time
the transaction or at some specified time thereafter. The issuance of
substantial additional securities and their potential sale into any trading
market that may develop may have a depressive effect on such market.

      While the terms of a future transaction cannot be predicted, it is likely
that the parties to the business transaction will want to avoid a taxable event.
Therefore, the most likely transaction format would be an acquisition structured
as a tax-free reorganization under Sections 368(a)(1) or 351 of the Internal
Revenue Code of 1986, as amended (the "Code"). In order to obtain tax-free
treatment under the Code, it may be necessary for the owners of the acquired
business to own at least 80% of the voting stock of the surviving entity. In
such event, our stockholders would retain less than 20% of the issued and
outstanding shares of the combined companies, which could result in significant
dilution in the equity of our stockholders. We intend to structure any business
combination in such manner as to minimize Federal and state tax consequences to
the target.

Item 2. Properties

      None.

Item 3. Legal Proceedings

None.

Item 4. Submission of matters to a vote of Security Holders

      No matters were submitted to a vote of the stockholders during the fourth
quarter of the fiscal year ended January 31, 2002.

      On June 18, 2002, a meeting of the stockholders was called and held in
compliance with an order of the Court of Chancery in and for New Castle County,
Delaware for the sole purpose of electing a new board of directors. In
connection with the Court ordered meeting, the stockholders elected three new
directors. No other matters were submitted for consideration at the meeting.

      As soon as practicable after the date of this Form 10-K, we intend to call
a meeting of the stockholders to consider and vote upon a plan to ratify the
actions taken to date and to reorganize our company's capital structure. The
specific actions to be considered at the planned meeting of stockholders will be
described in a written proxy statement that will be filed with the SEC and
delivered to stockholders in accordance with the requirements of Regulation 14A.
The tentative date for the planned meeting of stockholders is August 21, 2002.

PART II

Item 5. Market for Registrant's Common Equity

      At the date of this annual report, our issued and outstanding equity
securities include:


                                       8
<PAGE>

      o     14,828,333 shares of Common Stock that are owned by 916 stockholders
            of record;

      o     7,167,550 shares of Class A Common Stock that are owned by 70
            stockholders of record; and

      o     164,450 shares of Series A Convertible Preferred Stock that are
            owned by 12 stockholders of record.

      There has been no active market for our securities for over fourteen
years. Our Common Stock and Class A Common Stock are not listed on the OTC
Bulletin Board or any other recognized market. Since April 25, 2002, our Common
Stock has been quoted in the National Quotation Bureau's OTC Pink Sheets. The
only market maker for our Common Stock is Bishop Rosen & Co. Inc. The latest
Yahoo finance quote for ENCV.PK reflects a current bid of $0.00 and a current
asked of $0.00.

      Brokerage firms, banks and other intermediaries hold a total of 1,763,932
shares of Common Stock and 1,529,485 shares of Class A Common Stock for the
benefit of their individual clients. All such shares are held of record by the
Depository Trust Company and registered in the name of Cede & Co. In connection
with our planned stockholders meeting, we will endeavor to ascertain the number
of beneficial owners who own shares in brokerage firms, banks and other
intermediary accounts. This task will be complicated, however, by the fact that
our securities have not traded for over 14 years and most intermediaries do not
maintain worthless securities in their client accounts.

Item 6. Selected Financial Data.

      Our company was completely inactive during the period between the
conversion of our bankruptcy case on May 11, 1988 and the restoration of our
corporate charter in June 2002. Accordingly we had no assets, liabilities,
revenues or expenses during the fiscal years ended January 31, 1998 through
January 31, 2002.

<TABLE>
<CAPTION>
                                                                  Fiscal year ended January 31,
                                                   1998         1999          2000         2001         2002

<S>                                                 <C>          <C>           <C>          <C>          <C>
Operating revenues                                  $0           $0            $0           $0           $0
Net income (loss)                                   $0           $0            $0           $0           $0
Net income (loss) per share                         $0           $0            $0           $0           $0

Total assets                                        $0           $0            $0           $0           $0
Long term debt                                      $0           $0            $0           $0           $0
Stockholders' equity                                $0           $0            $0           $0           $0

Dividends paid                                      $0           $0            $0           $0           $0
</TABLE>

Item 7. Management Discussion and Analysis of Financial Condition and Results of
Operations.

Introductory Note

      This Omnibus Annual Report on Form 10-K as of May 11, 1988 and for the
fiscal years ended January 31, 1988 through January 31, 2002 provides
substantially all of the information required to bring our company into
compliance with the reporting requirements of Section 13 of the Securities
Exchange Act of 1934, as amended. The attached financial statements include an
audited balance sheet as of May 11, 1988 when our voluntary case under Chapter
11 of the Bankruptcy Act was converted into a voluntary Case under Chapter 7. On
that date, all of our assets were transferred to the Trustee of our Chapter


                                       9
<PAGE>

7 case. Since we have had no operations since the conversion date and all of our
assets were conveyed to the Trustee who, in turn, was responsible for the
orderly liquidation of our affairs, our financial statements as of May 11, 1988
and for the years ended January 31, 1989 through 2002 reflect no assets,
liabilities or ongoing operations.

      This Form 10-K does not include audited financial information for the
fiscal year ended January 31, 1988. On that date, former management was
operating our business as a debtor in possession under Chapter 11 of the
Bankruptcy Act. The only information available with respect to our operations
during the fiscal year ended January 31, 1988 is set forth in our Quarterly
Reports on Form 10-Q for the periods ended April 30, July 31 and October 31,
1987. Since it is impossible to reconstruct audited financial statements for the
fiscal year ended January 31, 1988 and our company was subsequently liquidated
in a case under Chapter 7 of the Bankruptcy Act, the board of directors believes
that audited financial statements for the fiscal year ended January 31, 1988 are
immaterial.

      Within 30 days from the date of this Form 10-K, we intend to prepare and
distribute a formal proxy statement that describes in detail how our company
will be restructured as a public shell. We will not seek any business
combination opportunities or engage in any other activities until the plan has
been approved at the planned stockholders meeting.

Financial Condition

      As a result of our prior Bankruptcy, our company had no assets,
liabilities, or ongoing operations and did not engage in any business activities
between May 11, 1988 and July 2, 2002. Our company had no operations during the
fourteen years ended June 30, 2002 and it had no material assets or liabilities
on June 30, 2002. In connection with the purchase of 9,600,000 shares of Common
Stock and 5,400,000 shares of Class A Common Stock described above, Stirling and
its advisors paid a total cash consideration of $6,724 and released their claims
for the reimbursement of $23,276 in out-of-pocket costs associated with
obtaining the Court order and holding the stockholders meeting. The cash
contributed by Stirling is available for use in our business and will be used to
pay the costs associated with the planned meeting of stockholders. We expect to
use substantially all of our available funds to pay the anticipated costs of the
planned meeting.

Plan of Operations

      We have not engaged in any material operations or had any revenues from
operations since May 11, 1988. Our plan of operation for the next twelve months
will be entirely contingent on the outcome of the planned meeting of the
stockholders. If the stockholders approve the proposed reorganization, we intend
to implement the reorganization and then seek an acquisition of assets, property
or business that may benefit our company and its stockholders. Because we have
no substantial financial resources, our management team believes we will be
required to issue equity securities as the sole consideration for such an
acquisition.

      During the next twelve months, our principal cash requirements will
include the legal, accounting and administrative expenses associated with
preparing and distributing reports to stockholders and investigating potential
business ventures. If the stockholders approve the proposed reorganization, our
management team expects to spend approximately $5,000 per month for
administration and investigation. Our management team believes that the cash
proceeds to be received in connection with future stock sales to Stirling and
its advisors will be adequate for our Company's anticipated needs. In the event
that additional funding is required to review or investigate any


                                       10
<PAGE>

potential merger or acquisition candidate, we may attempt to raise the required
capital through a private placement to accredited investors. Since we have not
identified any potential targets as of the date of this Form 10-K, it is
impossible to predict whether additional capital may be required during the next
12 months.

      Except for the additional shares that may be sold to Stirling and its
advisors, our management team has no plans to offer or sell any securities for
cash. However, we may decide to engage in such activities in the future. In such
an event, we will probably sell securities for cash in a private placement
transaction because Rule 419 severely restricts the ability of blank check
companies to offer registered securities for cash and use the proceeds of such
an offering in their business. Since we are not currently conducting a
registered offering of securities, and does not intend to conduct any such
offering in the foreseeable future, our management team does not believe that
Rule 419 will become applicable in the foreseeable future.

Item 8. Financial Statements and Supplementary Data.

      For the information called for by this Item, see the Financial Statements
attached. We intend to enter the Small Business Issuer System with its first
quarterly filing of its fiscal year ended January 31, 2003.

Item 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure.

      Peat Marwick, Main & Co., Certified Public Accountants, audited our
financial statements for the year ended January 31, 1987. As a result of the
bankruptcy case discussed elsewhere herein, we did not prepare audited financial
statements for the year ended January 31, 1988. In connection with the election
of the new board of directors on June 18, 2002, the firm of Want & Ender,
Certified Public Accountants was retained to audit our balance sheet as of May
11, 1988 and for each of the intervening years during the period from January
31, 1988 through January 31, 2002, and to serve as our auditor in the future.

      The newly elected board is unaware of any reportable disagreements between
our company and the firm of Peat Marwick, Main & Co., Certified Public
Accountants, on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure during the year ended
January 31, 1988 or the subsequent interim period ended May 11, 1988.

PART III

Item 10. Directors and Executive Officers of the Registrant

      In connection with the Court ordered meeting, the stockholders elected
three new directors who assumed office immediately after the meeting. The
persons who were elected to serve as directors of our company are identified in
the following table.

              Name                          Age                   Residence
       Sally A. Fonner                      53                Dunedin, Florida
       Michael Manion                       52                Apopka, Florida
       Robert R. Williams                   72                Bowie, Maryland

      Upon election, the board of directors amended our by laws to permit a
single member board. Immediately thereafter, Messrs. Manion and Williams
resigned from the board of directors. At the date of this Form 10-K, Ms. Fonner
is the sole member of our board of directors and the sole executive officer of
our company.


                                       11
<PAGE>

      Ms. Sally Fonner has served our sole officer and director since June 18,
2002. It is anticipated that Ms. Fonner will continue to serve as an officer and
director until we complete a business combination. Ms. Fonner is not a full-time
employee and is not required to devote any specific amount of time to our
business. Ms. Fonner graduated from Stephens University in 1969 with a Bachelor
of Arts in Social Systems. After a stint in the private sector, she returned to
further her education and earned her MBA degree from the Executive Program of
the University of Illinois in 1979. Since December 2000, Ms. Fonner has served
as the president of Win or Lose Acquisition Corporation, a publicly held blank
check company that intends to pursue a business strategy that is similar to our
proposed business. Due to the significant structural differences between our
company and Win or Lose Acquisition Corporation, the two companies are not
expected to be direct competitors in the search for acquisition candidates.
Stockholders should be aware, however, that Win or Lose Acquisition Corporation
will offer a number of significant advantages to substantial acquisition
candidates that are contemplating a transaction with a public shell.

      During the past five years Ms. Fonner has served as an officer and
director and managed the business affairs of five inactive and insolvent public
companies that ultimately engaged in business combination transactions with
privately held companies. The following table identifies the five public
companies that have been managed by Ms. Fonner during the last five years and
provides summary information on the time periods for which she served as an
officer and director.

<TABLE>
<CAPTION>
     Company Name                            Term as an officer                  Term as a director
<S>                                       <C>                                 <C>
eNote.com, Inc.                           June 1998 to April 1999             June 1998 to November 1999
Telemetrix, Inc.                          July 1997 to April 1999             July 1997 to April 1999
Dupont Direct Financial
 Holdings, Inc.                           June 1998 to April 1999             June 1998 to March 2000
Liberty Group Holdings, Inc.              March 1997 to November 1999         March 1997 to December 1999
Yifan Communications, Inc.                March 2000 to July 2000             March 2000 to March 2001
</TABLE>

      Since 1996, Ms. Fonner has been the sole officer, director and stockholder
of Capston Network Company; a corporation that performed administrative services
for the public companies identified above and subsequently suspended its
operations. Ms. Fonner is a principal stockholder and officer of Stirling, a
company that owns a majority of our issued and outstanding Common Stock and
Class A Common Stock. Ms. Fonner is not an officer, director or principal
stockholder of any other company with a class of securities registered under
Section 12 or subject to the requirements of section 15(d) of the Exchange Act.

Item 11. Executive Compensation.

      No officer or director of our company has received any compensation for
services performed during the past fourteen years. The future compensation of
our officers and directors will be included as a formal proposal in the proxy
statement for our planned meeting.

Item 12. Security Ownership of Certain Beneficial Owners and Management

      On June 18, 2002, our outstanding equity securities included 5,228,333
shares of Common Stock; 1,767,550 shares of Class A Common Stock and 164,450
shares of Series A Convertible Preferred Stock. The Class A Common Stock and the
Series A Convertible Preferred Stock are non-voting. Each share of Series A
Preferred Stock is convertible into 16 shares of Class A Common Stock.


                                       12
<PAGE>

      After giving effect to the issuance of 9,600,000 shares of Common Stock on
July 2, 2002, our company has a total of 14,828,333 shares of voting Common
Stock outstanding on the date of this Form 10-K. The following table presents
certain information regarding the beneficial ownership of our voting Common
Stock by (i) each person known to own beneficially more than 5% of such
securities, (ii) each of our directors, and (iii) all directors and officers as
a group. Unless otherwise noted, we believe that each of identified stockholders
has sole investment and voting power with regard to the securities listed
opposite his name.

      Name of                         Amount and Nature of           Percent
 Beneficial Owner                     Beneficial Ownership          of Class

Bernard Tessler                               2,548,000               16.51%
310 East Shore Road
Great Neck, New York 11023

Cede & Co.
Box #20, Bowling Green Station
New York, New York 10004                      1,763,932               11.90%

Stirling Corporate Services LLC (1)           9,600,000               64.74%

Sally Fonner (1)(2)                           9,600,000               64.74%

All Officers & Directors
as a group (one person)                       9,600,000               64.74%

----------
(1)   1407 North Fort Harrison, Suite H, Clearwater, Florida 33755.

(2)   Ms. Fonner is both a principal stockholder and an officer of Stirling.
      Accordingly she may be deemed to be the beneficial owner of shares
      registered to Stirling.

Item 13. Certain Relationships and Related Transactions

      No officer, director or family member of an officer or director is
indebted to our company.

      In connection with the Court ordered stockholders meeting held on June 18,
2002, Stirling advanced a total of $23,276 in out-of-pocket costs, including
legal fees of $6000, printing and mailing expenses of $2800 and travel expenses
of $6491. Stirling has also advanced $7,000 in legal fees to counsel who will
represent us in connection with certain securities matters.

      On July 2, 2002, our company sold 9,600,000 shares of common stock and
5,400,000 shares of Class A Common Stock to Stirling at a price of $.002 per
share, consisting of $6,724 in cash and a release of Stirling's claims for
$23,276 in out-of-pocket costs associated with obtaining the Court order and
holding the stockholders meeting.

Item 14. Exhibits, Financial Statement Schedules and Reports.

Financial statements filed with this report:

      Balance Sheet as of May 11, 1988; January 31, 2000, 2001 and 2002; and
      June 30, 2002

      Statements of Operations for the fiscal years ended January 31, 2000, 2001
      and 2002.

      Statement of Changes in Stockholder's Equity/(Deficit) for the fiscal
      years ended January 31, 2000, 2001 and 2002.

      Statements of Cash Flows for the fiscal years ended January 31, 2000, 2001
      and 2002.


                                       13
<PAGE>

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

Date July 3, 2002                    THE ENCHANTED VILLAGE, INC.


                                     By               /S/
                                       -----------------------------------------
                                     Sally Fonner, President and Sole Director


                                     By               /S/
                                       -----------------------------------------
                                     Officer


                                       14
<PAGE>

WANT & ENDER, CPA, P.C.
CERTIFIED PUBLIC ACCOUNTANTS                   386 Park Avenue South, Suite 1618
                                                              New York, NY 10016
MARTIN ENDER. CPA                                       Telephone (212) 684-2414
STANLEY Z. WANT, CPA, CFP                                     Fax (212) 684-5433

Independent Auditor's Report

To the Stockholders and Board of Directors
THE ENCHANTED VILLAGE, INC.

We have audited the accompanying balance sheet of THE ENCHANTED VILLAGE, INC.
(Delaware corporation) at May 11, 1988, at January 31, 2000, 2001 and 2002 and
at June 18, 2002, together with the related statements of operations, changes in
stockholders equity/(deficit), and cash flows for each of the three years ended
January 31, 2000, 2001 and 2002. These financial statements are the
responsibility of the registrant's management. Our responsibility is to express
an opinion on these financial statements based on our audit.

We have conducted our audit in accordance with generally accepted auditing
standards. These standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit also includes examining on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of THE ENCHANTED VILLAGE, INC. at
May 11, 1988, at January 31, 2000, 2001 and 2002 and at June 18, 2002, and the
consolidated results of its operations and its cash flows for each of the three
years ended January 31, 2000, 2001 and 2002 in conformity with generally
accepted accounting principles.


/s/

Martin Ender
Want & Ender CPA, P.C.
Certified Public Accountants

New York, NY
July 02, 2002


                                       15
<PAGE>


                           THE ENCHANTED VILLAGE, INC.

                           Consolidated Balance sheet
      As of May 11, 1988; January 31, 2000 , 2001, 2002 and June 18, 2002

<TABLE>
<CAPTION>
                                                    11-May-88     31-Jan-00     31-Jan-01     31-Jan-02     18-Jun-02
<S>                                                  <C>           <C>           <C>           <C>           <C>
                    ASSETS
Total Assests                                        $   0.00      $   0.00      $   0.00      $   0.00      $   0.00
                                                     --------      --------      --------      --------      --------

     LIABILITIES & SHAREHOLDER'S EQUITY

Total Liabilities                                    $   0.00      $   0.00      $   0.00      $   0.00      $   0.00
                                                     --------      --------      --------      --------      --------

Prefrred Stock par value $1.00 per share
          1,000,000 shares authorized
            164,450 issued and outstanding            164,550       164,550       164,550       164,550       164,550

Common Stock par value $0.002 per share
         15,000,000 shares authorized
          5,228,350 issued and outstanding             10,457        10,457        10,457        10,457        10,457

Common Stock Class A par value $0.002
         10,000,000 shares authorized
          1,477,950 issued and outstanding              2,956         2,956         2,956         2,956         2,956

Retained Earnings (Deficit)                          (177,963)     (177,963)     (177,963)     (177,963)     (177,963)
                                                     --------      --------      --------      --------      --------
Total Liabilities and Shareholders Equity            $   0.00      $   0.00      $   0.00      $   0.00      $   0.00
                                                     ========      ========      ========      ========      ========
</TABLE>


*     Close of Chapter 7 was 04/14/1992, but the Registrant had ceased all
      operations in 1988 with the US Bankruptcy Trustee taking on responsibility
      for the orderly liquidation of corporate assets and the use of the
      proceeds to repay the Registrant's creditors.

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

<PAGE>

                           THE ENCHANTED VILLAGE, INC.

                 Statement of Changes in Shareholders's Equity
              For the Years Ended January 31, 2000, 2001 and 2002

<TABLE>
<CAPTION>
                                                          31-Jan-00    31-Jan-01   31-Jan-02    18-Jun-02
<S>                                                        <C>          <C>         <C>          <C>
Prefrred Stock par value $1.00 per share
         1,000,000 shares authorized
           164,450 issued and outstanding                   164,450      164,450     164,450      164,450

Common Stock par value $0.002 per share
        15,000,000 shares authorized
         5,228,350 issued and outstanding                    10,457       10,457      10,457       10,457

Common Stock Class A par value $0.002
        10,000,000 shares authorized
         1,477,950 issued and outstanding                     2,956        2,956       2,956        2,956

Retained Earnings (Deficit)                                (177,863)    (177,863)   (177,863)    (177,863)

Balance                                                           0            0           0            0
</TABLE>

*     Close of Chapter 7 was 04/14/1992, but the Registrant had ceased all
      operations in 1988 with the US Bankruptcy Trustee taking on responsibility
      for the orderly liquidation of corporate assets and the use of the
      proceeds to repay the Registrant's creditors.

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

<PAGE>

                           THE ENCHANTED VILLAGE, INC.

                             Statement of Operations
               For the Years Ended January 31, 2000, 2001 and 2002

                            31-Jan-00    31-Jan-01    31-Jan-02     18-Jun-02

Revenues                      $0.00        $0.00        $0.00        $0.00
                              -----        -----        -----        -----

Expenses                      $0.00        $0.00        $0.00        $0.00
                              -----        -----        -----        -----

                              -----        -----        -----        -----
Net Income                    $0.00        $0.00        $0.00        $0.00
                              =====        =====        =====        =====

*     Close of Chapter 7 was 04/14/1992, but the Registrant had ceased all
      operations in 1988 with the US Bankruptcy Trustee taking on responsibility
      for the orderly liquidation of corporate assets and the use of the
      proceeds to repay the Registrant's creditors.

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

                           THE ENCHANTED VILLAGE, INC.

                             Statement of Cash Flow
               For the Years Ended January 31, 2000, 2001 and 2002

                               31-Jan-00    31-Jan-01   31-Jan-02   18-Jun-02

Cash From Operations              $0.00       $0.00       $0.00       $0.00
                                  -----       -----       -----       -----

Cash Used                         $0.00       $0.00       $0.00       $0.00
                                  -----       -----       -----       -----

                                  -----       -----       -----       -----
Cash Year End                     $0.00       $0.00       $0.00       $0.00
                                  =====       =====       =====       =====

*     Close of Chapter 7 was 04/14/1992, but the Registrant had ceased all
      operations in 1988 with the US Bankruptcy Trustee taking on responsibility
      for the orderly liquidation of corporate assets and the use of the
      proceeds to repay the Registrant's creditors.

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

                           THE ENCHANTED VILLAGE, INC.

                                  June 18, 2002

Note 1. HISTORY OF THE REGISTRANT

THE ENCHANTED VILLAGE, INC. (A Dormant State Registrant), (the "registrant") was
incorporated in Delaware in March 1982. In July 1983, the registrant completed
an initial public offering of Common Stock that was registered on Form S-18. In
May 1984 the registrant filed a Form 8-A for the purpose of registering its'
Common Stock under the Securities Exchange Act of 1934 (the "Exchange Act"). In
April 1986, the registrant completed a second public offering of Class A Common
Stock and Convertible Series A Preferred Stock that was registered on Form S-1.

The registrant's business was conducted through of a chain of 15 retail stores
that sold educational toys and related goods and services. After encountering
financial difficulties, the registrant filed a voluntary petition under Chapter
11 of the Bankruptcy Act on April 24, 1987 in the U.S. Bankruptcy Court for the
Eastern District of New York, (case no. 887-70613). On May 11, 1988, the
registrant's voluntarily converted its' Chapter 11 case into a case in Chapter
7, which resulted in the orderly liquidation of the registrant's business. As a
result of the conversion of the registrant's reorganization to a case under
Chapter 7, all of the registrant's properties were transferred to the trustee on
May 11, 1988 and the registrant terminated all of its' business operations. The
registrant's Chapter 7 case was closed by an order of the Court on April 14,
1992 and the trustee was discharged.

      While the former management did not file a Form 15 to terminate the
registrant's reporting obligations under the Exchange Act, the registrant has
not filed any of the documents or reports required by Sections 13 or 15(d) of
the Exchange Act since May 1998. As a result, the registrant remains subject to
the reporting requirements of the Exchange Act but has been delinquent in its
SEC reporting obligations. Since, the registrant did not file franchise tax
returns with or pay any franchise taxes to the State of Delaware during the
pendancy of its bankruptcy case, the registrant's Certificate of Incorporation
was revoked by order of the Secretary of State of the State of Delaware on March
1, 1989.

Note 2. RESTORATION OF CORPORATE STATUS

On April 18, 2002, Karen H. Mounts and Stirling Corporate Services, LLC
("Stirling"), commenced a civil action in the Delaware Court of Chancery
demanding an annual meeting of the stockholders under. On May 20, 2002, the
Court of Chancery granted the requested order and an annual meeting of the
registrant's stockholders was called and held on June 18, 2002 for the sole
purpose of electing a new board of directors.

In connection with the Court ordered meeting, the stockholders elected three new
directors who assumed office immediately after the meeting. The following table
identifies the newly elected directors of the registrant:

              Name                          Age                   Residence
       Sally A. Fonner                      53                Dunedin, Florida
       Michael Manion                       52                Apopka, Florida
       Robert R. Williams                   72                Bowie, Maryland

      Upon election, the new board of directors voted to:
<PAGE>

      o     Revive the registrant's charter in accordance with Delaware law; and

      o     Amend the registrant's by laws to permit a single member board of
            directors.

      Immediately thereafter, Messrs. Manion and Williams resigned from the
board and Ms. Fonner, acting as the registrant's sole remaining director, took
the following actions:

      o     She determined that it was in the best interest of the registrant
            and its stockholders to sell 5,300,000 shares of common stock and
            1,500,000 shares of Class A Common Stock to Stirling at a price of
            $.002 per share, consisting of $6,724 in cash and a release of
            Stirling's claims for $ 23,276 in out-of-pocket costs associated
            with obtaining the Court order and holding the stockholders meeting;

      o     She determined that it was in the best interest of the registrant
            and its stockholders to appoint a slate of executive officers who
            are all officers or employees of Stirling; and

      o     She determined that it was in the best interest of the registrant
            and its stockholders to file all reports and other documents
            necessary to bring the registrant into compliance with respect to
            its reporting obligations under the Exchange Act;

      o     She determined that it was in the best interest of the registrant
            and its stockholders to develop a plan to reorganize the registrant
            as a public shell that will subsequently seek to engage in a merger
            or other business combination with a private company that wants to
            become publicly held.

      A Certificate of Revival and Restoration of the registrant's Certificate
of Incorporation was filed with the Secretary of State of the State of Delaware
on June 27, 2002. As a result, the registrant is now duly organized, validly
existing and in good standing under the laws of the State of Delaware. This
report on Form 10-K as of May 11, 1988 and for the fiscal years ended January
31, 1988 through January 31, 2002 has been filed for the purpose of bringing the
registrant into compliance with respect to its Exchange Act reporting
obligations.