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

                                   FORM 10-KSB

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

                   For the fiscal year ended January 31, 2004

                               Commission File No.

                                    000-11991

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


            Delaware                                       30-0091294
(State or other jurisdiction of                (IRS Employer Identification No.)
 incorporation or organization)


                       936A Beachland Boulevard, Suite 13
                            Vero Beach, Florida 32963

                    (Address of principal executive offices)

       Registrant's telephone number, including area code: (772) 231-7544

       Securities registered under Section 12(b) of the Exchange Act: None

                 Name of each exchange on which registered: None

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

                     Common Stock, par value $.002 per share

Indicate by check mark whether the registrant (1) 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 (or for such shorter periods as 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 [ ]

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. |_|

Indicate  by check mark  whether  the  Registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Act).   Yes  |_|    No |X|

The Enchanted Villages, Inc.'s revenues for the year ended January 31, 2004 were
$0.

The aggregate market value of the issuer's common stock held by non-affiliates
as of April 30, 2004, based on the closing price on that date, was approximately
$129,875.

As of April 30, 2004, there 4,982,200 shares of the issuer's common stock, $.002
par value, outstanding.

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


<PAGE>


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

     PART I.                                                                    PAGE
                                                                                ----
<S>                                                                             <C>
Item 1.  Description of Business
Item 2.  Description of Properties
Item 3.  Legal Proceedings

Item 4.  Submission of Matters to a Vote of Security Holders

     PART II

Item 5.  Market for Registrant's Common Equity and Related
         Stockholder Matters

Item 6.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations

Item 7.  Financial Statements

Item 8.  Changers In and Disagreements with Accountants on Accounting and
                  Financial Disclosures
Item 8A. Controls & Procedures

     PART III

Item 9.  Directors and Executive Officers of the Registrant
Item 10. Executive Compensation
Item 11. Security Ownership of Certain Beneficial Matters Owners and

         Management

Item 12. Certain Relationships and Related Transactions
Item 13. Exhibits, Financial and Reports on Form 8-K
Item 14. Principal Accountant Fees and Services
</TABLE>


<PAGE>


                                     PART I

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

FORWARD-LOOKING STATEMENTS

This annual report contains  forward-looking  statements as that term is defined
in the Private Securities Litigation Reform Act of 1995. These statements relate
to future events or our future  financial  performance.  In some cases,  you can
identify  forward-looking  statements  by  terminology  such as  "may",  "will",
"should",   "expects",   "plans",   "anticipates",    "believes",   "estimates",
"predicts",  "potential"  or  "continue" or the negative of these terms or other
comparable terminology.  These statements are only predictions and involve known
and unknown risks,  uncertainties and other factors,  including the risks in the
sections  entitled  Description  of Business  and  Management's  Discussion  and
Analysis  or Plan of  Operation,  that may cause our actual  results,  levels of
activity, performance or achievements to be materially different from any future
results, levels of activity, performance or achievements expressed or implied by
these forward-looking statements.

Although  we believe  that the  expectations  reflected  in the  forward-looking
statements  are  reasonable,  we  cannot  guarantee  future  results,  levels of
activity,  performance or  achievements.  Except as required by applicable  law,
including the securities  laws of the United States,  we do not intend to update
any of the  forward-looking  statements  to conform  these  statements to actual
results.

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

ITEM 1.  DESCRIPTION OF BUSINESS

History
-------

      The Enchanted  Village,  Inc. (the "Company") was incorporated in Delaware
in March 1982. In July 1983, it completed an initial  public  offering of Common
Stock that was registered on Form S-18. In May 1984 the Company 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, it completed a second public
offering of Class A Common Stock and  Convertible  Series A $25 Preferred  Stock
that was registered on Form S-1.

      The  Company's  business  was  conducted  through  of a chain of 15 retail
stores that sold  educational  toys and related goods and  services.  It 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 Company  voluntarily  converted its Chapter 11
case  into a case in  Chapter  7. As a  result  of this  conversion,  all of its
properties were transferred to the trustee on May 11, 1988 and it terminated all
business  operations.  Since, the Company did not file its franchise tax returns
during the pendancy of the  bankruptcy;  its  Certificate of  Incorporation  was
revoked by the State of Delaware on March 1, 1989. The Company's  Chapter 7 case
was  closed  by an order of the  Court on April  14,  1992 and the  trustee  was
discharged.

      In April 2002, two  shareholders  commenced a civil action in the Delaware
Court of Chancery demanding an annual meeting of the stockholders.  In May 2002,
the Court of  Chancery,  acting in  accordance  with  Section 211 of the General
Company  Law  of  Delaware,   ordered  an  annual   meeting  of  the   Company's
stockholders.  The meeting was duly noticed in accordance  with the order of the
Court of Chancery and held in Wilmington Delaware in June 2002.

<PAGE>


      The Court of Chancery's  order  provided that  notwithstanding  the quorum
requirements of the Company's bylaws,  the stockholders who attended the meeting
in person  would  constitute  a quorum for the  election of  directors  The only
action taken at the meeting was the election of three new  directors who assumed
office  immediately  after the meeting A meeting of the newly  elected  board of
directors  was  called  and  held  immediately   after  the  completion  of  the
stockholders'  meeting. At this meeting, the newly elected board voted to revive
the Company's  charter in  accordance  with Delaware law and amend the Bylaws to
permit a single member board of directors.  Immediately thereafter,  two members
of the board resigned and the sole remaining director  determined that it was in
the best interests of the Company and its shareholders  that it be recapitalized
and that a plan be developed and  implemented  to  restructure  the company as a
public  shell  that  would  subsequently  seek to  engage  in a merger  or other
business combination with a private company that wants to become publicly held.

      In 2002,  a  Certificate  of  Revival  and  Restoration  of the  Company's
Certificate of Incorporation  was filed with the Secretary of State of the State
of  Delaware  resulting  in the  Company  again  being duly  organized,  validly
existing and in good standing under the laws of the State of Delaware.

      In the summer of 2003,  the  Company's  sole director was advised that she
had an illness that would  require  multiple  surgeries  and a lengthy  recovery
period.   This  situation   negatively   impacted  the  Company's  business  and
accordingly,  this director  concluded that the most reasonable course of action
would be to divest her  interest in the Company and turn its affairs  over to an
organization that had the experience, staff and other resources required for the
implementation of its business plan.

      In November  2003,  the Company  agreed to sell  500,000  shares of common
stock  to the  Keating  Reverse  Merger  Fund  LLC  ("KRM").  Concurrently,  the
Company's sole director,  together with other principal shareholders,  converted
certain debt owed to them to equity.  Immediately  thereafter these  individuals
sold  3,502,700  shares of the Company's  common stock owned by them to KRM; the
sole officer of the Company  resigned;  and Kevin R. Keating was named President
and a director nominee, resulting in a change of control of the Company with KRM
owning  an  aggregate  of  4,002,700  shares  or 90.3% of the  then  issued  and
outstanding  common stock of the Company.  For more  information  regarding  the
foregoing  please refer to the Company's  Current  Report on Form 8-K filed with
the Commission on November 24, 2003.

Plan of Operations
------------------

      Since  November  2003,  after the change in control  and  management,  the
Company's  objective  has been to acquire a company  that will have  experienced
management and opportunities for growth in exchange for its securities.

General Business Plan
---------------------

      The Company's purpose is to seek,  investigate and, if such  investigation
warrants,  acquire an  interest  in business  opportunities  presented  to it by
persons or firms who or which desire to seek the advantages of an Issuer who has
complied  with the  Securities  Act of 1934 ("1934  Act").  The Company will not
restrict  its  search  to  any  specific  business,  industry,  or  geographical
location,  and may  participate  in a business  venture of virtually any kind or
nature. This discussion of the proposed business is purposefully  general and is
not meant to be restrictive of the Company's virtually  unlimited  discretion to


<PAGE>


search  for  and  enter  into  potential  business   opportunities.   Management
anticipates  that it may be able to participate  in only one potential  business
venture because the Company has nominal assets and limited financial resources.

      The  Company  may seek a business  opportunity  with  entities  which have
recently commenced  operations,  or which wish to utilize the public marketplace
in order to raise  additional  capital in order to expand  into new  products or
markets,  to develop a new product or service,  or for other corporate purposes.
The  Company may acquire  assets and  establish  wholly  owned  subsidiaries  in
various businesses or acquire existing businesses as subsidiaries.

      The Company  anticipates  that the selection of a business  opportunity in
which to  participate  will be  complex  and  extremely  risky.  Due to  general
economic conditions,  rapid technological advances being made in some industries
and shortages of available capital,  management believes that there are numerous
firms seeking the benefits of an Issuer who has complied with the 1934 Act. Such
benefits may include  facilitating  or improving  the terms on which  additional
equity financing may be sought,  providing liquidity for incentive stock options
or  similar  benefits  to  key  employees,   providing   liquidity  (subject  to
restrictions of applicable  statutes),  for all  shareholders and other factors.
Potentially,  available  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.  The company has, and will  continue to have,
limited capital with which to provide the owners of business  opportunities with
any significant cash or other assets.  However,  management believes the Company
will be able to offer  owners  of  acquisition  candidates  the  opportunity  to
acquire a controlling  ownership interest in an Issuer who has complied with the
1934 Act  without  incurring  the cost and time  required  to conduct an initial
public offering.

      The analysis of new business opportunities will be undertaken by, or under
the  supervision  of, the  officers and  directors  of the  Company.  Management
intends  to  concentrate  on  identifying   preliminary   prospective   business
opportunities which may be brought to its attention through present associations
of the Company's officers and directors,  or by the Company's  shareholders.  In
analyzing  prospective  business  opportunities,  management  will consider such
matters as the available technical,  financial and managerial resources; working
capital  and  other  financial  requirements;  history  of  operations,  if any;
prospects  for the  future;  nature of present  and  expected  competition;  the
quality and  experience  of management  services  which may be available and the
depth of that  management;  the potential for further  research,  development or
exploration;  specific  risk factors not now  foreseeable  but which then may be
anticipated to impact the proposed activities of the Company;  the potential for
growth or  expansion;  the  potential  for  profit;  the public  recognition  of
acceptance  of  products,  services or trades;  name  identification;  and other
relevant  factors.  Officers  and  directors  of  the  Company  expect  to  meet
personally with management and key personnel of the business opportunity as part
of their investigation.  To the extent possible,  the Company intends to utilize
written reports and personal  investigation  to evaluate the above factors.  The
Company will not acquire or merge with any company for which  audited  financial
statements  cannot be obtained within a reasonable  period of time after closing
of the proposed transaction.

Acquisition Opportunities
-------------------------

      In  implementing a structure for a particular  business  acquisition,  the
Company  may become a party to a merger,  consolidation,  reorganization,  joint


<PAGE>


venture,  or licensing  agreement  with another  Company or entity.  It may also
acquire  stock or assets  of an  existing  business.  On the  consummation  of a
transaction,  it is probable that the present management and shareholders of the
Company will no longer be in control of the Company. In addition,  the Company's
directors may, as part of the terms of the acquisition  transaction,  resign and
be replaced by new directors without a vote of the Company's shareholders or may
sell their stock in the Company.  Any terms of sale of the shares presently held
by officers  and/or  directors of the Company will be also afforded to all other
shareholders  of the Company on similar terms and  conditions.  Any and all such
sales will only be made in  compliance  with the  securities  laws of the United
States and any applicable state.

      It is anticipated  that any securities  issued in any such  reorganization
would be issued in reliance upon exemption from  registration  under application
federal  and  state  securities  laws.  In  some  circumstances,  however,  as a
negotiated element of its transaction,  the Company may agree to register all or
a part of such securities immediately after the transaction is consummated or at
specified times thereafter.  If such registration  occurs, of which there can be
no assurance,  it will be  undertaken by the surviving  entity after the Company
has  successfully  consummated  a merger or  acquisition  and the  Company is no
longer  considered an inactive company.  The issuance of substantial  additional
securities and their potential sale into any trading market which may develop in
the  Company's  securities  may have a  depressive  effect  on the  value of the
Company's securities in the future, if such a market develops, of which there is
no assurance.

      While the actual  terms of a  transaction  to which the  Company  may be a
party cannot be  predicted,  it may be expected that the parties to the business
transaction  will find it desirable to avoid the creation of a taxable event and
thereby structure the acquisition in a so-called "tax-free" reorganization under
Sections 368(a)(1) or 351 of the Internal Revenue Code (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 80 percent  or more of the  voting  stock of the
surviving  entity.  In such event,  the shareholders of the Company would retain
less than 20  percent  of the issued  and  outstanding  shares of the  surviving
entity,  which  would  result  in  significant  dilution  in the  equity of such
shareholders.

      As part of the  Company's  investigation,  officers  and  directors of the
Company will meet personally  with  management and key personnel,  may visit and
inspect  material  facilities,  obtain  independent  analysis of verification of
certain information provided,  check references of management and key personnel,
and take other reasonable investigative measures, to the extent of the Company's
limited financial  resources and management  expertise.  The manner in which the
Company  participates  in an  opportunity  will  depend  on  the  nature  of the
opportunity,  the respective needs and desires of the Company and other parties,
the management of the opportunity and the relative  negotiation  strength of the
Company and such other management.

      With respect to any merger or acquisition and depending upon,  among other
things, the target company's assets and liabilities,  the Company's shareholders
will in all likelihood hold a substantially lesser percentage ownership interest
in the Company following any merger or acquisition. The percentage ownership may
be subject to significant  reduction in the event the Company  acquires a target
company  with  assets  and  expectations  of growth.  Any merger or  acquisition
effected by the Company can be expected to have a significant dilutive effect on
the percentage of shares held by the Company's then shareholders.


<PAGE>


      The Company  will  participate  in a business  opportunity  only after the
negotiation and execution of appropriate written agreements.  Although the terms
of such agreements  cannot be predicted,  generally such agreements will require
some specific representations and warranties by all of the parties thereto, will
specify  certain  events of  default,  will  detail the terms of closing and the
conditions  which must be  satisfied  by each of the parties  prior to and after
such  closing,  will  outline  the  manner of  bearing  costs,  including  costs
associated with the Company's attorneys and accountants, will set forth remedies
on default and will include miscellaneous other terms.

      As stated  herein  above,  the Company  will not acquire or merge with any
entity which cannot provide  independent  audited financial  statements within a
reasonable period of time after closing of the proposed transaction. The Company
is  subject  to all of the  reporting  requirements  included  in the 1934  Act.
Included in these  requirements is the  affirmative  duty of the Company to file
independent  audited  financial  statements  as part of its Form 8-K to be filed
with the Securities and Exchange  Commission  upon  consummation  of a merger or
acquisition,  as well as the Company's audited financial  statements included in
its annual  report on Form 10-K (or  10-KSB,  as  applicable).  If such  audited
financial  statements  are not available at closing,  or within time  parameters
necessary to insure the Company's  compliance with the  requirements of the 1934
Act,  or if the  audited  financial  statements  provided  do not conform to the
representations  made by the candidate to be acquired in the closing  documents,
the  closing  documents  will  provide  that the  proposed  transaction  will be
voidable,  at the discretion of the present  management of the Company.  If such
transaction is voided, the agreement will also contain a provision providing for
the  acquisition  entity to reimburse the Company for all costs  associated with
the proposed transaction.

Proposed Transaction
--------------------

      On April 2, 2004,  the Company  entered  into a Share  Exchange  Agreement
("Agreement")  with  certain  individuals  (the  "Sellers")  who  own all of the
capital  stock of  Fairford  Holdings  Limited,  a Hong Kong  limited  liability
company ("Fairford"), which in turn owns 90% of the capital stock of Ruili Group
Ruian Auto Parts Co.,  Ltd., a  sino-foreign  equity joint  venture  established
pursuant to the Laws of the People's Republic of China on Chinese-Foreign Equity
Joint  Venture  ("Ruili").  Ruili  is  engaged  in the  manufacture  and sale of
automobile fittings

      The Company  proposes to acquire all of the issued and outstanding  common
shares of Fairford in  exchange  for the  issuance by the Company to the Sellers
and their  designees of shares of the  Company's  preferred  stock  which,  when
converted  into  common  stock,  will  represent  97.5% of the then  issued  and
outstanding common shares of the Company after giving effect to the acquisition.
At the  close  of the  transaction,  it is  contemplated  that  a new  board  of
directors will be designated by the Sellers.

      The  Company's  proposed   acquisition  of  Fairford  is  subject  to  the
satisfactory  completion of due  diligence,  and  compliance  with the terms and
conditions of the  Agreement.  While the  transaction  is presently  expected to
close by the end of May  2004,  there  can be no  assurance  that  the  proposed
transaction will be successfully completed.

Competition
-----------

      The Company will remain an insignificant participant among the firms which
engage in the acquisition of business opportunities.  There are many established
venture  capital  and  financial  concerns  which  have  significantly   greater
financial and personnel  resources and technical  expertise than the Company. In


<PAGE>


view of the  Company's  combined,  extremely  limited  financial  resources  and
limited  management  availability,   the  Company  will  continue  to  be  at  a
significant competitive disadvantage compared to the Company's competitors.

Investment Company Act of 1940
------------------------------

      Although the Company will be subject to  regulation  under the  Securities
Act of 1933, as amended,  and the 1934 Act, management believes the Company will
not be subject to regulation under the Investment Company Act of 1940 insofar as
the  Company  will not be engaged in the  business  of  investing  or trading in
securities.  In the event the  Company  engages in  business  combinations  that
result  in the  Company  holding  passive  investment  interests  in a number of
entities,  the  Company  could be subject  to  regulation  under the  Investment
Company Act of 1940. In such event, the Company would be required to register as
an investment  company and could be expected to incur  significant  registration
and compliance costs. The Company has obtained no formal  determination from the
Securities  and Exchange  Commission  as to the status of the Company  under the
Investment  Company Act of 1940 and,  consequently,  any  violation  of such Act
would subject the Company to material adverse consequences. The Company believes
that,  currently,  it is exempt  from the  Investment  Company Act of 1940 under
Regulation 3a-2 thereto.

                                  RISK FACTORS

The Company's majority stockholder has the ability to effectively control
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substantially all actions taken by stockholders.
------------------------------------------------

      KRM owns  4,002,700  shares of the  Company's  common  stock and  controls
approximately  80.3% of the aggregate  voting power of all  outstanding  shares.
Accordingly,  KRM can effectively control substantially all actions taken by the
Company's stockholders,  including the election of directors. Such concentration
of ownership  could also have the effect of delaying,  deterring or preventing a
change  in  control  of the  Company  that  might  otherwise  be  beneficial  to
stockholders and may also discourage  acquisition bids for the Company and limit
the  amount  certain  investors  may be  willing to pay for shares of the common
stock.

The price of the Company's common stock has been volatile and could continue to
-------------------------------------------------------------------------------
fluctuate in the future.
------------------------

      The  market  price  for  shares  of the  Company's  common  stock has been
volatile and has fluctuated  substantially.  Broad market fluctuations,  general
economic  and  political  conditions  and the  discontinuance  of the  Company's
operations may also adversely affect the market price of the common stock.

Scarcity of, and competition for business opportunities and combinations.
-------------------------------------------------------------------------

      The Company is and will continue to be an insignificant participant in the
business of seeking mergers with,  joint ventures with and acquisitions of small
private and public  entities.  A large number of established  and  well-financed
entities,   including   venture  capital  firms,   are  active  in  mergers  and
acquisitions  of companies  which may be  desirable  target  candidates  for the
Company.   Nearly  all  such  entities  have  significantly   greater  financial
resources, technical expertise and managerial capabilities than the Company and,
consequently,  the Company will be at a competitive  disadvantage in identifying
possible  business   opportunities   and  successfully   completing  a  business
combination.  Moreover,  the  Company  will also  compete in  seeking  merger or
acquisition candidates with numerous other small public companies.

For the year ended  January 31, 2004,  the Company had no  revenues,  had a loss
from  operations  of  approximately  $246,000,  and an  accumulated  deficit  of
approximately  $644,000.  These  conditions  raise  substantial  doubt about the
Company's  ability to continue as a going concern.  Consistent with its business
plan,  management  plans to acquire an entity with  experienced  management  and
opportunities  for growth in exchange for its  securities  and is dependent on a
successful merger with a profitable company.

<PAGE>


The Company has not executed any formal agreement for a business combination or
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other transaction and no standards for business combinations.
-------------------------------------------------------------

      The  Company  has  not  executed  any  formal  arrangement,  agreement  or
understanding  with respect to engaging in a merger with,  joint venture with or
acquisition of a private or public entity. There can be no assurance the Company
will be successful in identifying and evaluating suitable business opportunities
or in  concluding a business  combination.  Management  has not  identified  any
particular  industry or specific  business  within an industry for evaluation by
the  Company.  There is no  assurance  the Company  will be able to  negotiate a
business  combination  on terms  favorable to the  Company.  The Company has not
established  a  specific  length of  operating  history  or  specified  level of
earnings,  assets,  net worth or other  criteria  which it will require a target
business  opportunity to have achieved,  and without which the Company would not
consider  a business  combination  in any form with such  business  opportunity.
Accordingly,  the Company may enter in to a business combination with a business
opportunity  having no  significant  operating  history,  losses,  limited or no
potential for earnings,  limited  assets,  negative net worth or other  negative
characteristics.

Reduction of percentage share ownership following business combination and
--------------------------------------------------------------------------
possible dilution.
------------------

      The  Company's  primary  plan  of  operation  is  based  upon  a  business
combination with a private concern which, in all likelihood, would result in the
Company  issuing  securities to shareholders  of any such private  company.  The
issuance of  previously  authorized  and unissued  Common  Shares of the Company
would  result  in  reduction  in  percentage  of  shares  owned by  present  and
prospective shareholders of the Company and may result in a change in control or
management of the Company.  In addition,  any merger or acquisition  effected by
the  Company  can be  expected  to have a  significant  dilutive  effect  on the
percentage  of the shares held by the  Company's  then  shareholders,  including
significant reverse stock splits.

The Company does not anticipate paying cash dividends on its common stock.
--------------------------------------------------------------------------

      The Company does not  anticipate  paying any cash  dividends on the common
stock in the foreseeable future.

Employees
---------

      Since  November  2003  the  Company  has not  employed  any  persons.  The
executive  officers  of the  Company  are not paid any amounts by the Company in
connection with the services performed for the Company.

ITEM 2.  DESCRIPTION OF PROPERTY

      In November  2003,  the Company's  offices were  relocated to office space
supplied by its President at 936A Beachland Blvd, Suite 13, Vero Beach,  Florida
32963.  This  space is  provided  to the  Company  on a  rent-free  basis by the
Company's  President,  and it is anticipated  that this  arrangement will remain
until such time as the Company  consummates a merger or acquisition.  Management
believes  that  their   arrangement  will  meet  the  Company's  needs  for  the
foreseeable future.


<PAGE>


ITEM 3.  LEGAL PROCEEDINGS

      The Company is not a party to any pending legal proceeding.

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

      None

                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

      The  Company's  Common  Stock,  has been quoted on the OTC Bulletin  Board
since March 27, 2003,  (OTBB:  ECVL) however there has been no active market for
our  securities  for over  fifteen  years.  The most  recent  bid  price for the
Company's  common stock was $.25 on April 30, 2004. As of April 30, 2004,  there
were approximately 749 holders of record of the Company's common stock.

      The Company has never paid any dividends to its common stock shareholders.
Additionally,  the  Company  does not intend to pay or declare  any future  cash
dividends or special payments of cash, stock or to make any other distributions.

Sale of Unregistered Securities During the Year Ended December 31, 2003
-----------------------------------------------------------------------

      In November  2003,  the Company sold 500,000 shares of its common stock to
one entity for cash of  $50,000.  The shares were  issued in a  transaction  not
involving a public  offering and were issued in reliance upon the exemption from
registration provided by section 4(2) of the Securities Act of 1933 (the "Act").
The entity to whom the shares  were  issued had access to  complete  information
concerning the Company.  The  certificate  for the shares contains a restrictive
legend  advising that the shares may not be offered for sale,  sold or otherwise
transferred without having first been registered under the Act or pursuant to an
exemption from registration under the Act. There was no underwriter  involved in
the issuance of the 500,000 shares.

ITEM 6. MANAGEMENTS  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATION

Overview
--------

      The Enchanted  Village,  Inc. (the "Company") was  incorporated  under the
laws of the State of  Delaware  in  March,  1982.  The  Company's  business  was
conducted  through of a chain of 15 retail stores that sold educational toys and
related goods and services.  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. As a result
of this conversion, all of our properties were transferred to the trustee on May
11, 1988 and we terminated all business  operations.  Since, we did not file our
franchise tax returns during the pendancy of our bankruptcy;  our Certificate of
Incorporation was revoked by the State of Delaware on March 1, 1989. Our Chapter
7 case was closed by an order of the Court on April 14, 1992 and the trustee was
discharged.


<PAGE>


Plan of Operations
------------------

      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 1988 and July  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.The Company commenced operations in July 2002.

      During the fiscal year ended January 31, 2004,  our  principal  activities
focused on completing our capital  restructuring  and  implementing our business
plan.  The  Company's  plan is to acquire an entity  that will have  experienced
management and opportunities for growth in exchange for its securities. On April
2, 2004,  the Company  entered  into an informal  share  exchange  agreement  to
acquire an entity  that  holds a 90%  interest  in a China  based  company  that
manufactures  valves and related  products.  The Company intends to enter into a
definitive agreement in May 2004. However,  there can be no assurances that this
share exchange agreement will be completed. In November 2003 a change of control
occurred.  During the fiscal year ended January 31, 2004 and 2003, we incurred a
net loss of $245,971 and 219,519,  respectively,  as a result of  administrative
and professional fees.

      The Company issued 70,000 shares of its Common Stock as  compensation  for
services rendered. These shares were valued at the adjusted closing price at the
date of issuance resulting in a charge to operations of $28,000.

      During the fiscal year ended  January 31, 2004  approximately  $311,000 in
related party debts were converted to 3,091,000  shares of the Company's  Common
Stock, a majority of which is related to expenses incurred in 2004 and 2003.

      In March  2003,  the  Company  converted  4,428,616  shares of its Class A
Common Stock for 114,000 shares of the Company's  Common Stock. The Company also
converted  300,000 shares of its Preferred Stock to 308,500 shares of its Common
Stock.

      On March 8, 2004,  the Company  issued  566,000  shares of its  restricted
Common Stock,  including  410,000 shares to its president,  in consideration for
services rendered to the Company.

Liquidity
---------

      The  Company's  major  shareholder  has  provided  the  Company  with  its
financial resources. The shareholder has agreed to provide continuous support to
enable the Company to satisfy its working capital requirements until the Company
changes  control it develops  its own  business  and  revenue.  Without  outside
funding the Company is totally dependant upon its major shareholder.

ITEM 7.  FINANCIAL STATEMENTS



                          INDEPENDENT AUDITOR'S REPORT
                          ----------------------------

Board of Directors
The Enchanted Village, Inc.
Vero Beach, Florida

We have audited the accompanying balance sheet of The Enchanted Village, Inc. as
of January 31, 2004,  and the related  statements of  operations,  stockholders'
equity, and cash flows for the year then ended.  These financial  statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these  financial  statements  based on our audits.

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  Those  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 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  that  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  consolidated  financial  position of The Enchanted
Village,  Inc. as of January 31, 2004 and the results of its  operations and its
cash flows for the year then ended,  in conformity  with  accounting  principles
generally accepted in the United States of America.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company has suffered recurring losses from operations.
These factors raise substantial doubt about the Company's ability to continue as
a going  concern.  Management's  plans  in  regard  to  these  matters  are also
described in Note 2. The  financial  statements  do not include any  adjustments
that might result from the outcome of this uncertainty.

HEIN & ASSOCIATES LLP

Denver, Colorado
April 29, 2004

<PAGE>


WANT & ENDER, CPA, P.C.
CERTIFIED PUBLIC ACCOUNTANTS              East 28th Street, 6th Floor
                                                 New York, NY 1001637
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 balance  sheet of THE  ENCHANTED  VILLAGE,  INC.  (Delaware
corporation)  at  January  31,  2003,  together  with the  related  accompanying
statements of operations,  changes in  stockholders  equity/(deficit),  and cash
flows for the year then ended. These financial statements are the responsibility
of 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
January 31, 2003, and its results of operations and cash flows for the year 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. The Company was inactive during the year ended
January 31, 2002 and  experienced a loss from  operations  and had negative cash
flows from  operations  the year ended January 31, 2003.  Related party advances
financed  these  operating  losses and negative cash flows.  These matters raise
substantial  doubt about the Company's  ability to continue as a going  concern.
Management's  plans  regarding  those matters are described in the  accompanying
footnotes.  The financial  statements do not include any adjustments  that might
result from the outcome of this uncertainty.

/s/

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

New York, NY
May 12, 2003

<PAGE>

THE ENCHANTED VILLAGE, INC.
--------------------------------------------------------------------------------

BALANCE SHEET AS OF JANUARY 31, 2004.
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
<S>                                                                       <C>
ASSETS:

CURRENT ASSETS:
   Cash and Cash Equivalents                                              $  21,430
                                                                          =========

   TOTAL ASSETS                                                           $  21,430
                                                                          =========

LIABILITIES AND STOCKHOLDERS' EQUITY:

CURRENT LIABILITIES:

   Accounts Payable                                                       $   1,867

OTHER CURRENT LIABILITIES:

   Accrued Expenses                                                           1,300
                                                                          ---------

   TOTAL LIABILITIES                                                          3,167
                                                                          ---------

STOCKHOLDERS' EQUITY:
   Preferred Stock - Par Value $1 per Share, Authorized 5,000 Shares,
      No Shares Issued and Outstanding                                           --

   Common Stock - Par Value $.002 Per Share, Authorized
      50,000,000 Shares, 4,416,200 Shares Issued and Outstanding              8,832

   Additional Paid-in Capital                                               653,363

   Accumulated Deficit                                                     (643,932)
                                                                          ---------

   TOTAL STOCKHOLDERS' EQUITY                                                18,263
                                                                          ---------

   TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                             $  21,430
                                                                          =========
</TABLE>

See Notes to Financial Statements.

                                       F-3
<PAGE>

THE ENCHANTED VILLAGE, INC.
--------------------------------------------------------------------------------

STATEMENTS OF OPERATIONS
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                 YEARS ENDED
                                                                 JANUARY 31,
                                                           2 0 0 4          2 0 0 3
                                                         -----------      -----------
<S>                                                      <C>              <C>
REVENUES                                                 $        --      $        --

OPERATING EXPENSES:

   General and Administrative Expenses                        49,417           41,075
   Officers' and Directors' Fees                              90,450           70,350
   Stockholder Meeting Costs                                  25,129           30,452
   Professional Fees                                          83,225           77,642
                                                         -----------      -----------

   TOTAL OPERATING EXPENSE                                   248,221          219,519

OTHER INCOME [EXPENSES]:
   Other Income                                                2,250               --
                                                         -----------      -----------

   NET LOSS                                              $  (245,971)     $  (219,519)
                                                         ===========      ===========

   NET LOSS PER SHARE [BASIC AND DILUTED]                $     (0.17)     $     (1.04)
                                                         ===========      ===========

   WEIGHTED AVERAGE COMMON SHARES OUTSTANDING [BASIC
      AND DILUTED]                                         1,447,279          211,197
                                                         ===========      ===========
</TABLE>

See Notes to Financial Statements.

                                       F-4
<PAGE>

THE ENCHANTED VILLAGE, INC.
--------------------------------------------------------------------------------

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                        CLASS A
                                       COMMON STOCK                   COMMON STOCK                    PREFERRED STOCK
                                  SHARES         AMOUNT           SHARES         AMOUNT            SHARES          AMOUNT
                                ---------      ----------       ---------      ----------         -------      ----------
<S>                               <C>          <C>             <C>            <C>                <C>           <C>
BALANCE - JANUARY 31, 2002        163,050      $      326       1,767,550      $    3,535         164,450      $  164,450

Sale of Stock                     299,383             599       1,400,000           2,800              --              --
Conversion of Preferred                --              --       2,661,066           5,322         (64,825)        (64,825)
Issuance of Preferred for
   Common and Conversion
   of Liabilities                (129,733)           (259)     (1,400,000)         (2,800)        200,375         200,375
Net Loss                               --              --              --              --              --              --
                                ---------      ----------       ---------      ----------         -------      ----------

BALANCE - JANUARY 31, 2003        332,700             666       4,428,616           8,857         300,000         300,000

Conversion of Class A             114,000             228      (4,428,616)         (8,857)             --              --
Conversion of Preferred           308,500             617              --              --        (300,000)       (300,000)
Sale of Common Stock              500,000           1,000              --              --              --              --
Shares Issued for Services
   Rendered                        70,000             140              --              --              --              --
Shares Issued for
   Conversion of Debt           3,091,000           6,181              --              --              --              --
Net Loss                               --              --              --              --              --              --
                                ---------      ----------       ---------      ----------         -------      ----------

BALANCE - JANUARY 31, 2004      4,416,200      $    8,832              --      $       --              --      $       --
                               ==========      ==========      ==========      ==========       =========      ==========
</TABLE>

<TABLE>
<CAPTION>
                                  ADDITIONAL                         TOTAL
                                    PAID-IN        ACCUMULATED    STOCKHOLDERS'
                                    CAPITAL          DEFICIT         EQUITY
                                  ----------      ----------      ----------
<S>                               <C>             <C>             <C>
BALANCE - JANUARY 31, 2002        $   10,131      $ (178,442)     $       --

Sale of Stock                         26,601              --          30,000
Conversion of Preferred               59,503              --              --
Issuance of Preferred for
   Common and Conversion
   of Liabilities                   (132,386)             --          64,930
Net Loss                                  --        (219,519)       (219,519)
                                  ----------      ----------      ----------

BALANCE - JANUARY 31, 2003           (36,151)       (397,961)       (124,589)

Conversion of Class A                  8,629              --              --
Conversion of Preferred              299,383              --              --
Sale of Common Stock                  49,000              --          50,000
Shares Issued for Services
   Rendered                           27,860              --          28,000
Shares Issued for
   Conversion of Debt                304,642              --         310,823
Net Loss                                  --        (245,971)       (245,971)
                                  ----------      ----------      ----------

BALANCE - JANUARY 31, 2004        $  653,363      $ (643,932)     $   18,263
                                  ==========      ==========      ==========
</TABLE>

See Notes to Financial Statements.

                                       F-5
<PAGE>

THE ENCHANTED VILLAGE, INC.
--------------------------------------------------------------------------------

STATEMENTS OF CASH FLOWS
--------------------------------------------------------------------------------

                                                              YEARS ENDED
                                                              JANUARY 31,
                                                        2 0 0 4        2 0 0 3
                                                       ---------      ---------
OPERATING ACTIVITIES:
   Net [Loss]                                          $(245,971)     $(219,519)
   Adjustments to Reconcile Net [Loss] to Net Cash
      [Used for] Operating Activities:
      Services Paid with Common Stock                    28,000             --

   Changes in Assets and Liabilities:
      Increase [Decrease] in:

         Payables and Accrued Expense                    189,326        189,594
                                                       ---------      ---------

   NET CASH - OPERATING ACTIVITIES                       (28,645)       (29,925)

FINANCING ACTIVITIES:
   Proceeds from the Issuance of Common Stock             50,000         30,000
                                                       ---------      ---------

   NET INCREASE IN CASH AND CASH EQUIVALENTS              21,355             75

CASH AND CASH EQUIVALENTS - BEGINNING OF YEARS                75            -0-
                                                       ---------      ---------

   CASH AND CASH EQUIVALENTS - END OF YEARS            $  21,430      $      75
                                                       =========      =========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
   Cash paid during the years for:
      Interest                                         $      --      $      --
      Income Taxes                                     $      --      $      --


SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

      The Company issued 70,000 shares of its Common Stock as  compensation  for
services rendered. These shares were valued at the adjusted closing price at the
date of issuance resulting in a charge to operations of $28,000.

During the fiscal year ended January 31, 2004 approximately  $311,000 in related
party debts were converted to 3,091,000 shares of the Company's Common Stock.

In March 2003,  the  Company  converted  4,428,616  shares of its Class A Common
Stock for  114,000  shares of the  Company's  Common  Stock.  The  Company  also
converted  300,000 shares of its Preferred Stock to 308,500 shares of its Common
Stock.

See Notes to Financial Statements.

                                       F-6
<PAGE>


THE ENCHANTED VILLAGE, INC.
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

[1] ORGANIZATION AND NATURE OF OPERATIONS

The Company's  business was  conducted  through a chain of 15 retail stores that
sold  educational  toys and  related  goods  and  services.  After  encountering
financial difficulties,  the Company 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.  887-70613-20].  On May 11,  1988,  the
Company's  voluntarily  converted  its Chapter 11 case into a case in Chapter 7,
which resulted in the orderly liquidation of the Company's business. As a result
of the conversion of the Company's reorganization to a case under Chapter 7, all
of the Company's  properties were transferred to the trustee on May 11, 1988 and
the Company terminated all of its business  operations.  The Company'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 Company's
reporting  obligations  under the Exchange  Act, the Company did not file any of
the  documents  or reports  required by Sections 13 or 15[d] of the Exchange Act
between May 1988 and July 2002. As a result, the Company remained subject to the
reporting  requirements  of the  Exchange  Act  but  was  delinquent  in its SEC
reporting obligations.

In 2002, a Certificate of Revival and  Restoration of the Company's  Certificate
of Incorporation  was filed with the Secretary of State of the State of Delaware
resulting in the Company  again being duly  organized,  validly  existing and in
good standing under the laws of the State of Delaware.

In November  2003,  the Company agreed to sell 500,000 shares of Common Stock to
Keating  Reverse  Merger  Fund,  LLC  ["KRM"]  for  $50,000.  Concurrently,  the
Company's sole director,  together with other principal shareholders,  converted
certain debt owed to them to equity.  Immediately thereafter,  these individuals
sold  3,502,700  shares of the  Company's  Common Stock owned by them to KRM for
$225,000;  the sole  officer of the Company  resigned;  and Kevin R. Keating was
named President and a director nominee,  resulting in a change of control of the
Company with KRM owning an aggregate of 4,002,700 shares or 90.6% of then issued
and outstanding Common Stock of the Company.

Since November 2003,  after the change in control and management,  the Company's
objective  has been to acquire a company that will have  experienced  management
and opportunities for growth in exchange for its securities.

[2] SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

USE OF ESTIMATES - The  preparation of financial  statements in conformity  with
generally accepted  accounting  principles requires management to make estimates
and assumptions  that affect the reported  amounts of assets and liabilities and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.


                                       F-7
<PAGE>


THE ENCHANTED VILLAGE, INC.
NOTES TO FINANCIAL STATEMENTS, SHEET #2
--------------------------------------------------------------------------------

[2] SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [CONTINUED]

CASH AND CASH EQUIVALENTS - The Company considers all highly liquid investments,
with a maturity of three months or less when purchased,  to be cash equivalents.
At January 31, 2004, the Company did not have any cash equivalents.

FISCAL YEAR - The Company's fiscal year begins on February 1 and ends on January
31 of each year.

NET INCOME [LOSS] PER COMMON SHARE - The Company  computes net income [loss] per
common share in  accordance  with  Statement of Financial  Accounting  Standards
["SFAS"] No. 128, "Earnings Per Share" and SEC Staff Accounting  Bulletin No. 98
["SAB No. 98"].  Under the  provisions of SFAS No. 128 and SAB No. 98, basic net
income  [loss] per common share ["Basic EPS"] is computed by dividing net income
[loss] by the weighted average number of common shares outstanding.  The Company
has  no  dilutive  securities  outstanding  as of  January  31,  2004.  Dilutive
securities for the year ended January 31, 2003 are  antidilutive  as a result of
the Company's  loss. As a result,  basic and diluted  earnings per share for the
years ended January 31, 2004 and 2003 are the same.

INCOME TAXES - Income taxes are accounted  for in accordance  with SFAS No. 109,
"Accounting  for Income  Taxes."  Under this method,  deferred  income taxes are
determined based on differences  between the tax bases of assets and liabilities
and their financial  reporting amounts at each year-end,  and are measured based
on enacted  tax rates and laws that will be in effect when the  differences  are
expected to reverse.  Valuation allowances are established,  when necessary,  to
reduce deferred tax assets to the amount expected to be realized.

RECLASSIFICATION  - Certain prior year amounts have been reclassified to conform
to current year's financial statement presentations.

LIQUIDITY  -  The  accompanying   financial  statements  had  been  prepared  in
conformity with generally  accepted  accounting  principles  which  contemplates
continuation  of the Company as a going  concern and  realization  of assets and
settlement of liabilities and commitments in the normal course of business.  For
the year ended  January 31, 2004,  the Company had no revenues,  had a loss from
operations  of   approximately   $246,000,   and  an   accumulated   deficit  of
approximately  $644,000.  These  conditions  raise  substantial  doubt about the
Company's  ability to continue as a going concern.  Consistent with its business
plan,  management  plans to acquire an entity with  experienced  management  and
opportunities  for  growth  in  exchange  for  its  securities.   The  financial
statements do not include any  adjustments  relating to the  recoverability  and
classification  of  recorded  assets,  or  the  amounts  and  classification  of
liabilities  that might be necessary in the event the Company cannot continue in
existence.

NEW  AUTHORITATIVE  ACCOUNTING  PRONOUNCEMENTS - The Company does not anticipate
the adoption of recently issued accounting  pronouncements to have a significant
on the Company's results of operations, financial position or cash flows.


                                       F-8
<PAGE>


THE ENCHANTED VILLAGE, INC.
NOTES TO FINANCIAL STATEMENTS, SHEET #3
--------------------------------------------------------------------------------

[3] RELATED PARTY TRANSACTIONS

During the year ended  January  31,  2004,  the Company  incurred  approximately
$90,000 in Directors'  Fees. The Company also issued 70,000 shares of its Common
Stock as compensation  for  professional  services  rendered.  These shares were
valued at the  adjusted  closing  price at the date of issuance  resulting  in a
charge to operations of $28,000.

During the fiscal  year  approximately  $311,000  in  related  party  debts were
converted to equity as follows:

                                                             Number of Common
   Creditor                                  Amount Due        Shares issued
   --------                                  ----------        -------------

Sally Fonner                                 $ 130,800          1,300,000
Stirling Corporate Services                  $  59,100            591,000
Petersen & Fefer                             $ 120,923          1,200,000


The amounts represented the entire obligation due to the related parties.

Stirling Corporate Services is a significant shareholder of the Company, and was
paid  $45,000 and $35,000 of  administrative  fees during  fiscal years 2004 and
2003, respectively.

[4] CAPITAL STOCK

The Company's Certificate of Incorporation authorizes the issuance of 50,000,000
shares of Common Stock.  The Company's Board of Directors has the power to issue
any or all of the  authorized  but  unissued  Common Stock  without  stockholder
approval. The Company currently has no commitments to issue any shares of Common
Stock; however, the Company will, in all likelihood,  issue a substantial number
of additional  shares in connection with a Business  Combination.  To the extent
that additional shares of Common Stock are issued,  dilution to the interests of
the Company's stockholders participating in the Proposed Offering will occur.

The  Board  of  Directors  of the  Company  is  empowered,  without  stockholder
approval,  to issue up to 5,000,000 shares of "blank check" Preferred Stock [the
"Preferred  Stock"]  with  dividend,  liquidation,  conversion,  voting or other
rights  that could  adversely  affect the  voting  power or other  rights of the
holders of the Company's  Common Stock.  There are no shares of Preferred  Stock
issued or outstanding.

[5] CAPITAL RESTRUCTURING

On January 31, 2004 the Company had 4,416,200  shares of Common Stock issued and
outstanding.

On March 3, 2003,  the Company  approved  certain  amendments  to the  Company's
Certificate of Incorporation by written consent, including:

Increasing the Company's authorized capital stock to 50,000,000 shares of Common
Stock and 5,000,000 shares of Preferred Stock;

Conversion of the Company's outstanding Class A Common as Common Stock;

Conversion of the Company's  previously  outstanding  Preferred  Stock as Common
Stock;

Implementing  a reverse  split in the ratio of one [1] new share for each  4,000
shares of Common Stock  outstanding  after the  reclassification  of the Class A
Common and Preferred Stock; and


                                       F-9
<PAGE>

THE ENCHANTED VILLAGE, INC.
NOTES TO FINANCIAL STATEMENTS, SHEET #4
--------------------------------------------------------------------------------

[6] CAPITAL RESTRUCTURING [CONTINUED]

Implementing  a 100  for  1  forward  split  of  the  common  stock  outstanding
immediately after the implementation of the reverse split.

All  Common  Stock and  Common  Stock  equivalents  reflected  in the  financial
statements and accompanying notes reflect the effect of the stock splits.

In November  2003,  the Company agreed to sell 500,000 shares of Common Stock to
Keating Reverse Merger Fund LLC ["KRM"] for $50,000. Concurrently, the Company's
former sole director, together with other former shareholders, converted certain
debt owed to them to equity [Note 3].  Immediately  thereafter these individuals
sold  3,502,700  shares of the  Company's  Common Stock owned by them to KRM for
$225,000;  the sole  officer of the Company  resigned;  and Kevin R. Keating was
named President and a director nominee,  resulting in a change of control of the
Company with KRM owning an aggregate of 4,002,700 shares or 90.6% of then issued
and outstanding Common Stock of the Company.

[7] PROVISION FOR INCOME TAXES

The  Company  had net  operating  loss  carryforwards  at  January  31,  2004 of
approximately $640,000,  which resulted in a deferred tax asset of approximately
$240,000.  Because of the change in ownership  during the year ended January 31,
2004 the net  operating  loss  carryforwards  will be  severely  limited  due to
section 382  limitations.  Due to this and the uncertainty that the Company will
generate  taxable  income in the future to  utilize  the  carryforwards,  a full
valuation allowance was established as of January 31, 2004.

Total income tax expense for the year ending  January 31, 2004 differed from the
amounts computed by applying the U.S. Federal  statutory rates to pre-tax income
as follows:

                Statutory rate                    (34.0%)
                State income taxes, net of
                  federal income tax benefit       (3.1%)
                Increase in valuation allowance    37.1%
                                                  -------
                                                     --%
                                                  =======

[8] SUBSEQUENT EVENTS [UNAUDITED]

On  April  2,  2004,  the  Company  entered  into  a  Share  Exchange  Agreement
["Agreement"]  with  certain  individuals  [the  "Sellers"]  who  own all of the
capital  stock of  Fairford  Holdings  Limited,  a Hong Kong  limited  liability
company ["Fairford"], which in turn owns 90% of the capital stock of Ruili Group
Ruian Auto Parts Co.,  Ltd., a  sino-foreign  equity joint  venture  established
pursuant to the Laws of the People's Republic of China on Chinese-Foreign Equity
Joint  Venture  ["Ruili"].  Ruili  is  engaged  in the  manufacture  and sale of
automobile valves and automobile valve related products.

The Company proposes to acquire all of the issued and outstanding  common shares
of Fairford in exchange for the issuance by the Company to the Sellers and their
designees of shares of the Company's  Preferred Stock which, when converted into
Common Stock,  will represent  97.5% of the then issued and  outstanding  common
shares of the Company  after giving effect to the  acquisition.  At the close of
the  transaction,  it is  contemplated  that a new  board of  directors  will be
designated by the Sellers. Concurrently with the Exchange, the Sellers will make
a  cash  payment  in  the  amount  of  Three  Hundred  Twenty  Thousand  Dollars
($320,000.00  USD)  to  Keating  Securities,   LLC  ("Keating   Securities")  in
consideration of financial services rendered to the Company.  Keating Securities
is owned by the son of the Company's president.

The Company's  proposed  acquisition of Fairford is subject to the  satisfactory
completion of due diligence, and compliance with the terms and conditions of the
Agreement.  While the  transaction is presently  expected to close by the end of
May 2004,  there  can be no  assurance  that the  proposed  transaction  will be
successfully completed.

On March 8, 2004, the Company  issued  566,000  shares of its restricted  Common
Stock, including 410,000 shares to its president,  in consideration for services
rendered to the Company.

                              . . . . . . . . . . .

                                      F-10

<PAGE>

ITEM 8.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
         FINANACIAL DISCLOSURE.

      In January 2004, we dismissed our independent public  accountants,  Want &
Ender, CPA, P.C. ("Want"), which dismissal was approved by our sole director. We
did not have any disagreements over accounting policies or practices with Want.

      On March 4, 2004,  upon receipt of approval of our Board of Directors,  we
engaged  Hein &  Associates  LLP ("H&A") to serve as our  independent  certified
public accountants. Prior to the engagement of H&A, neither we nor anyone on our
behalf  consulted  with  such  firm  regarding  the  application  of  accounting
principles to a specified transaction,  either completed or uncompleted, or type
of  audit  opinion  that  might  be  rendered  on  our  consolidated   financial
statements.


ITEM 8A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures
------------------------------------------------

      Our Chief  Executive  Officer,  and  Principal  Financial  and  Accounting
Officer,  after  evaluating the  effectiveness  of our  disclosure  controls and
procedures  (as  defined  in the  Securities  Act of 1934  Rules  13a-14(c)  and
15d-14(c) as of January 31, 2004 (the "Evaluation  Date"), has concluded that as
of the Evaluation Date, our disclosure controls and procedures were adequate and
effective to ensure that material information relating to us would be made known
to him by others  within the  Company,  particularly  during the period in which
this annual report on Form 10-KSB was being prepared.

Changes in Internal Controls
----------------------------

      There  were no  significant  changes  in our  internal  controls  or other
factors that could  significantly  affect our disclosure controls and procedures
subsequent to the Evaluation Date, nor any significant  deficiencies or material
weaknesses  in such  disclosure  controls and  procedures  requiring  corrective
actions. As a result, no corrective actions were taken.

Limitations on the Effectiveness of Controls
--------------------------------------------

      Management of the Company  believes that a control  system,  no matter how
well  designed  and  operated,   cannot  provide  absolute  assurance  that  the
objectives  of the control  system are met,  and no  evaluation  or controls can
provide  absolute  assurance that all control issues and instances of fraud,  if
any, within a company have been detected.

                                    PART III

ITEM 9.  DIRECTORS AND EXECUTICE OFFICERS OF THE REGISTRANT

                The following table sets forth certain information regarding the
Company's directors and executive officers.

  ------------------------------------------------------------------------------
                                                                   Year Became a
  Name                 Principal Occupation                 Age      Director
  ------------------------------------------------------------------------------
  Kevin R. Keating     President, Chief Financial           64          2004
                       Officer, Secretary and Director


      Kevin R. Keating Mr.  Keating has served as the  president,  secretary and
chief  financial  officer of the Company since  November 2003. Mr. Keating is an
investment  executive and for the past nine years has been the Branch Manager of
the  Vero   Beach,   Florida,   office   of   Brookstreet   Securities   Company


<PAGE>


("Brookstreet").  Brookstreet is a full-service, national network of independent
investment  professionals.  Mr. Keating services the investment needs of private
clients with special  emphasis on equities.  For more than 35 years, he has been
engaged in various  aspects of the investment  brokerage  business.  Mr. Keating
began his Wall Street career with the First Boston  Company in New York in 1965.
From 1967  through  1974,  he was  employed  by several  institutional  research
boutiques where he functioned as Vice President Institutional Equity Sales. From
1974 until 1982,  Mr. Keating was the President and Chief  Executive  Officer of
Douglas Stewart, Inc., a New York Stock Exchange member firm. Since 1982, he has
been associated with a variety of firms as a registered representative servicing
the needs of individual investors.

Committees
----------

      Currently,  the Board of Directors  has no separate  audit,  nominating or
compensation committees and acts as such as an entire Board.

ITEM 10.  EXECUTIVE COMPENSATION.

      Mr. Kevin R. Keating,  the Company's President and Chief Financial Officer
was not paid any  compensation  in 2003. No  compensation  was paid to any other
officer during the last fiscal year.

      No  bonuses,   other  annual  compensation,   stock  appreciation  rights,
long-term  compensation  awards,  long-term  incentive  plan  payouts  or  other
compensation (as defined in the proxy regulations of the Securities and Exchange
Commission)  were awarded to, earned by, or paid to the Chief Executive  Officer
during any of the Company's last two fiscal years.

      The Company's Articles of Incorporation  includes  provisions to indemnify
its officers and  directors  against  damages for breach of fiduciary  duty as a
director  or officer  involving  any act or  omission  of any such  director  or
officer;  provided,  however,  that the liability of such officers and directors
shall only be indemnified if he or she acted in good faith and in a manner he or
she  reasonably  believed to be in or not opposed to the best  interests  of the
company,  and,  with  respect  to any  criminal  action  or  proceeding,  had no
reasonable cause to believe his or her conduct was unlawful.

      Insofar as  indemnification  for liabilities  arising under the Act may be
permitted to our directors,  officers and  controlling  persons  pursuant to the
foregoing  provisions,  or  otherwise,  the Company has been advised that in the
opinion of the  Securities  and  Exchange  Commission  such  indemnification  is
against public policy as expressed in the Act and is, therefore, unenforceable.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMNT

      The following table sets forth certain information regarding the ownership
of the Company's  common stock as of March 29, 2004 by: (a) each person known by
the Company to be the  beneficial  owner of more than five percent of its common
stock;  (b) each director of the Company;  and (c) all officers and directors of
the Company as a group.


<PAGE>


                                         ------------      -------------
                                            Amount
       Name and Address of               Beneficially       Percent of
        Beneficial Owner                    Owned              Class
                                         ------------      -------------
    Keating Reverse Merger

                Fund, LLC. (1)            4,002,700             80.3%
        5251 DTC Parkway, Suite 1090
        Greenwood Village CO 80111

    Kevin R. Keating (1)                    410,000             8.2%
        936A Beachland Blvd, Suite 13
        Vero Beach, FL 32963

     All officers and directors             410,000             8.2%
       as a Group (1 person)


(1)   Mr. Keating is the father of Timothy J. Keating,  the Managing  Partner of
      the Keating  Reverse  Merger Fund,  LLC ("KRM").  Mr. Kevin Keating has no
      ownership interest in KRM.

Section 16(A) Beneficial Ownership Reporting Compliance

      Section  16(a) of Act requires our officers and  directors and persons who
own beneficially  more than 10% of our outstanding  common stock to file reports
of beneficial  ownership  with the  Securities  and Exchange  Commission  and to
furnish us with copies of the reports.  Based solely on a review of the Forms 3,
4 and 5 and  amendments  thereto  furnished  to us in 2004 no  persons  who were
either one of our directors or officers or who beneficially  owned more than 10%
of our common stock failed to file on a timely basis reports required by Section
16(a) of the Act.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      In March 2004, the Company issued 410,000 shares of its restricted  common
stock to its President in consideration of services rendered to the Company.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

Exhibits: See Exhibit Index
---------------------------

Reports on Form 8-K:
--------------------

      On  November  21,  2003 we filed a Current  Report on Form 8-K in which we
described a change in control

EXHIBIT INDEX

Exhibit Number    Description
--------------    -----------

Exhibit 31. Rule 13a-14(a)/15d-14(a) Certification

Exhibit  32.1  Certification  by the  Chief  Executive  Officer  and  its  Chief
Financial Officer Relating to Periodic Report Containing Financial Statements.


<PAGE>

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees
----------

      The aggregate  fees billed for  professional  services  rendered by Want &
Ender,  CPA, PC and Hein &  Associates,  LLP, for the audit of the  registrant's
annual financial  statements and review of the financial  statements included in
the  registrant's  Form 10-QSB for services  that are  normally  provided by the
accountant in connection  with statutory and  regulatory  filings or engagements
for fiscal years 2004 and 2003 were $11,000 and $1,500, respectively.


Audit Related Fees
------------------

None.

Tax Fees
--------

None

All Other Fees
--------------

None.

Audit Committee Policies and Procedures
---------------------------------------

The Company does not have an audit committee.

If greater than 50 percent,  disclose the  percentage  of hours  expended on the
principal accountant's engagement to audit the registrant's financial statements
for the most  recent  fiscal  year that were  attributed  to work  performed  by
persons other than the principal accountant's full-time, permanent employees.

Not applicable.

                                   SIGNATURES

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

THE ENCHANTED VILLAGE, INC.

/s/ Kevin R. Keating              President, Secretary
--------------------              Chief Financial
    Kevin R. Keating              Officer and Director              May 3, 2004